Common use of Cause Clause in Contracts

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for "Cause" to terminate Employee's employment hereunder shall mean termination upon the occurrence of any of the following (ia) the willful and continued failure by Employee you to perform substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after a demand for substantial performance is delivered to you by the Chairman of the Board or the Vice Chairman of the Board or the President of the Company that which specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his duties your duties, or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of illegal conduct which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphparagraph (iii), no act, or failure to act, on Employee's your part shall be considered "willful" unless done, or omitted to be done, by him not you in good bad faith and without reasonable belief that his your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest interests of the Company. It is also expressly understood that your attention to matters not directly related to the business of the 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, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), and finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (iii) delivery to Employee of a Notice of Termination and specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder only upon the occurrence of any of the following (iA) the willful and continued failure by Employee to perform substantially perform his Employee's duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's incapacity due to physical or mental illness), which continues unabated after a written demand for substantial performance is delivered to Employee by the Company Board that specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his Employee's duties or obligations, (iiB) the willful Employee willfully engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, an act or failure to act, act on Employee's part shall be considered "willful" unless done, only if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for such purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth in clauses (A) or (B) of this subsection (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the willful and continued failure by Employee final conviction of or plea of guilty or no contest to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, a felony involving moral turpitude; or (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious economically to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the CompanyCompany or any entity in control of, controlled by or under common control with the Company ("Affiliates") thereof. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, exist under paragraph (ii) unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters of the Board (excluding Executive if he should be serving thereon) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any arbitration or court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to cure any act (iiior failure to act) delivery to Employee of a Notice of Termination in accordance with Section 9(d)that purportedly formed the basis for the Board's determination.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the termination of your employment by the Company shall have for "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean termination: (i) the upon your willful and continued failure by Employee substantially to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined in Section 4(d)) for Good Reason), after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties or obligationsyour duties, (ii) upon your willful and continued failure substantially to follow and comply with the willful engaging by Employee in misconduct which, in the reasonable opinion specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness 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 CompanyBoard, will which demand specifically identifies the manner in which the Board believes that you have a material adverse effect on the reputation, operations, prospects or business relations of the Companynot substantially performed your duties, (iii) upon your willful commission of an act of fraud or dishonesty resulting in material and demonstrable damage to the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeCompany, or (iv) upon your willful engagement in illegal conduct or gross misconduct that is materially and demonstrably damaging to the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphSection 4(b), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyfaith. Notwithstanding the foregoing, Employee your employment shall not be deemed terminated for "Cause" pursuant to this Section 4(b) unless and until there shall have been terminated for Cause without delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Causeyou, (ii) an opportunity for Employeeyou, together with his your counsel, to be heard before the Board and a reasonable opportunity to cure (provided such conduct is capable of being cured)), finding that, in the Board's good faith opinion, you have committed the conduct set forth above in this Section 4(b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Termination by the Bank of Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder shall mean termination upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his Employee's duties or obligations hereunder with the Bank (other than any such failure failures resulting from Employee's incapacity due to physical disability or mental illnessfrom Employee's termination for Good Reason), after a demand for substantial performance is delivered by the Company that to Employee which specifically identifies the manner in which the Company Bank believes that Employee has not substantially performed his duties, and Employee has failed to resume substantial performance of those duties or obligations, on a continuous basis within 14 days of receiving such demand; (ii) the Employee's willful engaging by Employee in misconduct whichconduct which is demonstrably and materially injurious to the Bank, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; (iii) the Employee's conviction of Employee of any a felony or which impairs his ability substantially to perform Employee's duties with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Bank; (iv) the Employee's personal dishonesty, incompetence, breach by Employee of a term fiduciary duty for personal profit or condition willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; or (v) the Employee's material breach of this Agreement. For purposes of this paragraphSubsection, no act, or failure to act, on Employee's the part of the Employee shall be considered deemed "willful" unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the CompanyBank. Notwithstanding Failure to perform duties with the foregoing, Employee Bank during any period of disability shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for constitute Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for term “Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means: (i) the willful and continued failure by of Employee substantially to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness), incapacity) after a written demand for substantial performance is delivered to him by the Company that Board which specifically identifies the manner in which the Company Board believes Employee he has not substantially performed his duties or obligationsduties, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of materially and demonstrably injurious to the Company, (iii) intentional action, materially and demonstrably injurious to Company, which Employee knows would not comply with the conviction laws of Employee the United States or any other jurisdiction applicable to Employee’s actions on behalf of the Company, and/or any felony of its subsidiaries or affiliates, including specifically, without limitation, the entry by Employee of any plea of nolo contendere United States Foreign Corrupt Practices Act, generally codified in response to an indictment for a crime involving moral turpitude15 USC 78 (the “FCPA”), as the FCPA may hereafter be amended, and/or its successor statutes, or (iv) material violation of one or more of the breach by Employee covenants in Article V (except violation of a term or condition the covenant not to compete after termination of this Agreementemployment after Change in Control as discussed herein). For purposes of this paragraph, no act, No act or failure to act, on Employee's part act by Employee shall be considered "“willful" ” unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of Employee to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Company in respect of his position, authority, or responsibility that is contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by Employee. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without for purposes of the following Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths of the entire Board at a meeting of the Board called and held (i) reasonable after a notice to Employee setting forth identifying in reasonable detail the reasons for the Company's intention to terminate for Cause, (ii) manner in which Company believes Cause exists and an opportunity for Employee, together with Employee and his counsel, counsel to prepare for and to be heard before the Board) for the purpose of considering whether Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in the good faith opinion of the Board, Employee has been guilty thereof, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have a termination of employment is for "Cause" to terminate Employee's employment hereunder upon if the occurrence Executive has been convicted of any a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the following Board that the Executive: (i) the willful intentionally and continued failure by Employee continually failed substantially to substantially perform his reasonably assigned duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness), illness or from the Executive's assignment of duties that would constitute "Good Reason" as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed substantially performed his duties to perform or obligations, (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany; provided, in the reasonable opinion however, that no termination of the Board Executive's employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the Company, will conduct set forth in clause (ii) and specifying the particulars thereof in detail and (y) the Executive shall have a material adverse effect on been provided an opportunity to be heard in person by the reputation, operations, prospects or business relations Board (with the assistance of the Company, (iii) Executive's counsel if the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to Executive so desires). Neither an indictment for act nor a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willfulintentional" unless done, the Executive has acted or omitted failed to be done, by him not in act with a lack of good faith and without with a lack of reasonable belief that his the Executive's action or omission failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of Executive after a Notice of Termination in accordance with Section 9(d)is given by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive'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 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated 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. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery 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 Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) 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 willful Parent Board in good faith that Executive has (A) willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's 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 Company Parent Board that specifically identifies the manner in which the Company Parent Board believes Employee that the Executive has not substantially performed his duties or obligationsthe Executive’s duties, (iiB) the willful engaging by Employee engaged in misconduct whichillegal conduct, an act of dishonesty or gross misconduct, in each case which is in the reasonable opinion course of the Board of Executive’s employment and materially injurious to Kaman or the Company, will have or (C) willfully violated a material adverse effect on the reputation, operations, prospects requirement of Kaman’s or business relations of the Company, (iii) the conviction ’s code of Employee of any felony conduct or the entry by Employee of any plea of nolo contendere in response Executive’s fiduciary duty to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraph, no act, No act or failure to act, act on Employee's the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his the Executive’s action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated include any act or omission of which the Audit Committee of the Parent Board (or the full Parent Board) has had actual knowledge of all material facts related thereto for Cause at least 90 days without asserting that the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for act or omission constitutes Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Termination by the Company may terminate of the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence shall mean termination as a result of any of the following (i) the willful and continued failure by the Employee to perform substantially perform his duties or obligations hereunder the services contemplated by 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 Employee by a member or representative of the Board of Directors of the Company that which specifically identifies the manner in which it is alleged that the Company believes Employee has not substantially performed his duties such services, or obligations, (ii) the willful engaging by the Employee in gross misconduct which, in the reasonable opinion of the Board of which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph; provided that, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good bad faith and without reasonable belief that his such action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding It is also expressly understood that the foregoing, Employee Employee's attention to or engagement in matters not directly related to the business of the Company shall not provide a basis for termination for Cause if such attention or engagement is authorized by the terms of this Agreement or has otherwise been approved by the Board of Directors of the Company. Anything in this Agreement to the contrary notwithstanding, the Employee's employment may not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth in clause (i) or (ii) of this subparagraph (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's ’s employment hereunder for Cause. For the purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's ’s employment hereunder only upon the occurrence of any of the following (iA) the willful and continued failure by Employee to perform substantially perform his Employee’s duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness), which continues unabated after a written demand for substantial performance is delivered to Employee by the Company Board that specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his Employee’s duties or obligations, (iiB) the willful Employee willfully engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of that is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, an act or failure to act, act on Employee's ’s part shall be considered "“willful" unless done, ” only if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for such purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth in clauses (A) or (B) of this subsection (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (1) Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive's obligations under this Agreement, or (3) Executive’s continued willful and intentional failure to substantially comply with the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any reasonable mandates of the following (iCEO commensurate with his/her position after a written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the willful CEO believes he/she has not substantially complied, and continued which failure is not substantially corrected by Employee him/her within 10 days after receipt of such demand. Executive shall not be considered to have failed to substantially perform his duties comply if (I) he/she fails to so comply by reason of total or obligations hereunder (other than any such failure resulting from Employee's partial incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties illness or obligations, (iiII) the willful engaging requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by Employee in misconduct which, in the reasonable opinion of the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, will have a material adverse effect on that such action is not in the reputation, operations, prospects or business relations best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (iii3) where the conviction of Employee of any felony CEO has issued a written demand specifically directing the Executive to take or the entry by Employee of any plea of nolo contendere in response to an indictment for refrain from taking a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specified action.

Cause. The Company may terminate Employeethe Executive's employment hereunder for Cause. For purposes of this Agreement, the Company The following shall have "constitute Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following : (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employeethe Executive's incapacity incapability due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on monetarily or otherwise including, but not limited to, conduct that violates the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere covenant not to compete in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementSection 6 hereof. For purposes of this paragraph, no No act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i) reasonable notice from the Board to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii) delivery to the Executive of a resolution duly adopted by the affirmative vote of two-thirds or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board, the Executive was guilty of the conduct herein set forth and specifying the particulars thereof in detail, (iii) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iiiiv) delivery to Employee the Executive of a Notice of Termination from the Board specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder mean termination upon the occurrence of any of the following (ia) the willful and continued failure by Employee you to perform substantially perform his your assigned duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after a demand for substantial performance is delivered to you by the Chairman of the Board or President of the Company that which specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his your duties or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of illegal conduct which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphparagraph (ii), no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him not you in good knowing bad faith and without reasonable belief that his your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest interests of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph (ii) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination (i) upon the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or physical injury or any such actual or anticipated failure after you give a Notice of Termination (as defined in Paragraph 3(d)) for Good Reason (as defined in Paragraph 3(c)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on Employee's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without the following unless (i) reasonable notice to Employee setting forth the reasons for Company gives you a written Notice of Termination specifying the Company's intention to terminate for grounds that it asserts constitute Cause, (ii) you fail to cure or remedy those grounds to the satisfaction of the Company within thirty (30) days of the Company’s notice and (iii) following the thirty (30) day period the Board adopts and delivers to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above and specifying the particulars thereof in detail and that the conduct was not cured or remedied during the thirty (iii30) delivery to Employee of a Notice of Termination in accordance with Section 9(d)day period.

Cause. The If the Employee is terminated from employment with the ----- Company may or a subsidiary for Cause (as defined below), then all the Options (whether vested or unvested) shall automatically terminate Employee's employment hereunder for Causeand be cancelled (without any action on the part of the Company) on the date of termination of employment. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the occurrence engaging by the Employee in willful misconduct that is injurious to the Company or its subsidiaries, (B) the embezzlement or misappropriation of any funds or property of the following Company or its subsidiaries by the Employee or the conviction of the Employee of a felony or the entrance of a plea of guilty or nolo contendere by the Employee to a felony or (iC) the willful and continued failure or refusal by the Employee to substantially perform his or her duties or obligations hereunder responsibilities that continues after being brought to the attention of the Employee (other than any such failure resulting from the Employee's incapacity due to physical or mental illnessdisability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him or her, not in good faith faith, and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Determination of Cause shall be made by the foregoing, Committee established to administer the Plan in its sole discretion. Any such determination shall be final and binding on the Employee. The Employee shall not will be deemed to have been terminated provided promptly with the facts and circumstances which form the basis for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate termination for Cause, (ii) an opportunity for Employeeset forth in reasonable detail, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)writing.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company The following shall have "constitute Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following : (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity the Executive’s incapability due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on monetarily or otherwise including, but not limited to, conduct that violates the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere covenant not to compete in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementSection 6 hereof. For purposes of this paragraph, no No act, or failure to act, on Employee's the Executive’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without the following (i) reasonable notice from the Board to Employee the Executive setting forth the reasons for the Company's ’s intention to terminate for Cause, (ii) delivery to the Executive of a resolution duly adopted by the affirmative vote of two-thirds or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board, the Executive was guilty of the conduct herein set forth and specifying the particulars thereof in detail, (iii) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iiiiv) delivery to Employee the Executive of a Notice of Termination from the Board specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) Employee abuses alcohol, illegal drugs or other controlled substances which impact Employee’s performance of his duties or (v) the material breach by Employee of a material term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9(e).

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with Sections 5.6 and 13.1 hereof, for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the Employee's willful and continued failure by Employee refusal to perform substantially perform his duties or obligations hereunder and responsibilities as contemplated in this Agreement (other than any such failure refusal based upon the written advice received from the Employee's legal counsel that performance of his duties would cause a breach of his duties to the Company or be a violation of applicable law or regulation, or resulting from Disability or from the Employee's incapacity due to physical or mental illnesstermination for Good Reason), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ; (ii) the Employee's willful engaging by Employee in misconduct which, in the reasonable opinion activities which would (a) constitute a breach of the Board of the Company, will have a material adverse effect on term of this Agreement, or (b) result in a material injury to the reputation, operations, prospects Company or business relations of the Company, its Affiliates; (iii) the Employee's non-appealable conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or felony; (iv) the breach Employee's acknowledged or admitted commission of acts of fraud, embezzlement, theft or other dishonest acts against the Company or the good faith determination by the Board of Directors that the Employee has committed the foregoing acts; and (v) the Employee's use of a term alcohol (except at Company sponsored parties or condition of this Agreementreceptions) or illegal drugs on the Company's premises. For the purposes of this paragraphhereof, no act, act or failure or refusal to act, act on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him the Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)Company or any Affiliate.

Cause. The Company may terminate Employee's the Contractor’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's the Contractor’s employment hereunder upon the occurrence of any of the following following: (i) the willful and continued failure by Employee the Contractor substantially to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's the Contractor’s incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Contractor has not substantially performed his duties or obligations, duties; or (ii) the willful engaging by Employee the Contractor in misconduct which, in the reasonable opinion of the Board of which is injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; or (iii) the conviction willful violation by the Contractor of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition provisions of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's the part of the Contractor shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief by him that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Contractor shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee the Contractor setting forth the reasons for the Company's ’s intention to terminate for Cause, Cause and granting Contractor 90 days to cure or remedy (if possible) the reasons for termination; (ii) an opportunity for Employeethe Contractor, together with his counsel, to be heard before the Board, and (iii) delivery to Employee the Contractor of a Notice of Termination as defined in accordance with Section 9(dsection 4.2 hereof from the Board finding that in the good faith opinion of the Board the Contractor was guilty of conduct set forth above in clause (i), (ii) or (iii) of the preceding paragraph, subsection 4.1.4, and was unable to cure or remedy the reasons for termination, and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) Employee abuses alcohol, illegal drugs or other controlled substances which impact Employee's performance of his duties or (v) the material breach by Employee of a material term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9(e).

Cause. The Company may terminate EmployeeExecutive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following upon: (iA) the willful and continued failure by Employee Executive to perform substantially perform his duties or obligations hereunder consistent with this Agreement (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), ) after demand for notice demanding substantial performance is delivered by the Company that to Executive specifically identifies identifying the manner in which the Company believes Employee Executive has not substantially performed his duties or obligations, and Executive has not cured such demands within 30 days after receipt of such notice; (iiB) the willful engaging by Employee Executive in misconduct which, in the reasonable opinion of the Board of which is injurious to the Company, will have a material adverse effect on monetarily or otherwise; (C) the reputation, operations, prospects or business relations willful violation by Executive of the provisions of Paragraphs 5, 6, or 7; (D) the willful, persistent failure or refusal by Executive to follow reasonable policies, standards, directives, or orders established by the Company, ; or (iiiE) the conviction of Employee or guilty plea by Executive of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving of moral turpitudeturpitude or other felony including without limitation fraud, theft, or (iv) the breach by Employee of a term or condition of this Agreementembezzlement. For purposes of this paragraphSubparagraph 9(c), no act, or failure to act, on EmployeeExecutive's part shall be considered "willful" unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Executive shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Executive a copy of a resolution, duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Executive and an opportunity for Employeehim, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of conduct set forth above in clause (iiiA), (B), (C), (D), or (E) delivery to Employee of a Notice of Termination in accordance with Section 9(d)this subparagraph.

Cause. The Company may terminate Employeethe Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any ". A termination for Cause is a termination evidenced by a resolution adopted in good faith by two-thirds (2/3) of the following Board that the Executive (i) the willful willfully and continued failure by Employee continually failed to substantially perform his duties or obligations hereunder with the Company (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness), ) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not failed to substantially performed his duties or obligationsperform, (ii) the willful engaging by Employee willfully engaged in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise, operations, prospects or business relations of the Company, (iii) has been indicted or convicted of an act which is defined as a felony under federal or state law or otherwise willfully engaged in other acts of misfeasance in connection with the conviction performance of Employee his duties; provided, however, that no termination of any felony or the entry by Employee of any plea of nolo contendere Executive's employment shall be for Cause as set forth in response to an indictment for a crime involving moral turpitude, clause (ii) or (iviii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail, and (y) the breach Executive shall have been provided an opportunity to be heard by Employee the Board (with the assistance of a term or condition of this Agreementthe Executive's counsel if the Executive so desires). For purposes of this paragraph, no No act, or nor failure to act, on Employeethe Executive's part part, shall be considered "willful" unless donehe has acted or failed to act, or omitted to be done, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee shall not be deemed no failure to have been terminated for Cause without perform by the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Executive after Notice of Termination in accordance with Section 9(d)is given by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with SECTIONS 5(g) and 12(c) hereof, for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee's willful refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in this Agreement or (iii) the Employee's engaging by Employee (A) in misconduct whichactivities which would constitute a material breach of a material term of this Agreement, the Company's Code of Ethics, the Company's policies and regulations, including but not limited to, policies regarding trading in the reasonable opinion Common Stock or reimbursement of the Board business expenses or any other applicable policies, rules or regulations of the Company, will have or (B) in improper conduct which would result in a material adverse effect on injury to the reputationbusiness, operationscondition (financial or otherwise), results of operations or prospects of the Company or business relations of its Affiliates (as determined in good faith by the Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company, or (iiiv) the conviction of Employee of any felony or the entry conduct by Employee of any plea of nolo contendere in response tending to an indictment for a crime involving moral turpitudebring the Company into substantial public disgrace or disrepute; PROVIDED, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphHOWEVER, that no act, or failure termination pursuant to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination in accordance with Section 9(d)detailing the alleged Cause.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes ” shall mean the Executive’s (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, 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 Company shall have "Cause" to terminate Employee's employment hereunder upon lawful directions of the occurrence CEO and/or 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 following provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (iv) the willful chronic or persistent substance abuse that materially and continued failure by Employee to substantially perform adversely affects his performance of his duties under this Agreement or obligations hereunder (other than vi) breach in any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion material respect of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition terms and provisions of this Agreement. For purposes of this paragraph, no act, or failure Agreement resulting in material and demonstrable economic injury to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyMFA. Notwithstanding the foregoing, Employee (a) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors and (b) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without the following (iI) reasonable prior written notice to Employee the Executive setting forth the reasons for the Company's intention decision to terminate the Executive for Cause, (iiII) an opportunity for Employeethe Executive, together with his counsel, to be heard before by the BoardCEO or, in his absence, the Board of Directors and (iiiIII) delivery to Employee the Executive of a Notice notice of Termination termination approved by said CEO or, in accordance his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with Section 9(d)pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate EmployeeExecutive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following (i) following: i. the willful and continued failure by Employee Executive to substantially perform his material duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee Executive has not substantially performed his duties or obligations, (and provides the Executive with at least 30 days to effect a cure; ii) . the willful engaging by Employee Executive in misconduct which, in the reasonable opinion of the Board of the CompanyBoard, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (; iii) . the conviction of Employee Executive of any felony or the entry by Employee Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or (iv) other controlled substances which impact Executive's performance of his duties; v. the material breach by Employee Executive of a material term or condition of this Agreement. For purposes of this paragraphSection 8(c), no act, or failure to act, on EmployeeExecutive's part shall be considered "willful" unless if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Executive's employment shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee Executive setting forth the reasons for the Company's intention to terminate his employment for Cause, (ii) an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board, and (iii) delivery to Employee Executive of a Notice of Termination in accordance with Section 9(d8(e).

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE’S employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any “CAUSE.” A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER, subject to the approval of the THI Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his his/her duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE’S incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the THI Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his his/her duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER or THI, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE’S employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE’S part, shall be considered "“willful" ” unless dones/he has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his his/her action or omission failure to act was in the best interest of the CompanyEMPLOYER and THI. Notwithstanding the foregoing, Employee the EXECUTIVE’S employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following (i) reasonable EXECUTIVE a copy of a written notice to Employee setting forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifying the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of THI (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dEXECUTIVE’S counsel).

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder under upon (A) breach of this Agreement by the occurrence of any of the following Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after written demand is delivered to the Employee by the Company for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties duties, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company BuildNet may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company at any time, for Cause, with or without prior notice to Employee, in which event all payments under this Agreement shall have cease, except as provided in Section 7(d) below. The term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following as used herein shall mean (i) the willful and continued failure by Employee to substantially perform Employee, in carrying out his duties hereunder, has been guilty of gross negligence or obligations hereunder (other than any such failure resulting from Employee's incapacity due wilful and wanton misconduct which in either case results in material harm to physical the financial condition, business, assets, or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, prospects of BuildNet; (ii) the willful engaging by conviction of, or the entering of a plea of no contest by, Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have for a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (iii) any act involving dishonesty in the performance of Employee's duties hereunder, including, without limitation, fraud, misappropriation or embezzlement, (iv) the any material breach of this Agreement by Employee, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of a term written notice from BuildNet specifying in reasonable detail the nature of such breach; or condition (v) Employee fails to carry out directions (consistent with his position as set forth in Section 1 above) of this Agreement. For purposes the Board of this paragraphDirectors of BuildNet, no act, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of written notice from BuildNet specifying in reasonable detail the failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)so carry out such directions.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, the Company ” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the your willful and continued failure by Employee to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity due to physical Disability or mental illnessoccurring after issuance by you of a Notice of Termination for Good Reason), after a demand for substantial performance is delivered by the Company to you that specifically identifies the manner in which the Company believes Employee has that you have not substantially performed his your duties, and after you have failed to resume substantial performance of your duties or obligationson a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) the willful engaging by Employee you willfully engage in misconduct which, in the reasonable opinion of the Board of conduct that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise, operations, prospects or business relations of the Company, (iii) the conviction your having been convicted of Employee of any felony (or the entry by Employee of any plea of pleaded nolo contendere to) a felony that impairs your ability substantially to perform your duties with the Company. In addition, your employment shall be deemed to have terminated for Cause if, within 12 months after your employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. The Company shall make any decision that Cause exists in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementgood faith. For purposes of this paragraphAgreement, no act, act or failure to act, act on Employee's your part shall be considered "“willful" ” unless it is done, or omitted to be done, by him not you in good bad faith and or without reasonable belief that his your action or omission was in the best interest interests of the CompanyCompany or any successor or affiliate. Notwithstanding Any act, or failure to act, on your part, based upon authority given pursuant to a resolution duly adopted by the foregoing, Employee shall not be deemed to have been terminated for Cause without Board or based upon the following (i) reasonable notice to Employee setting forth the reasons advice of counsel for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, Company or any successor or affiliate shall be conclusively presumed to be heard before done, or omitted to be done, in good faith and in the Board, and (iii) delivery to Employee best interests of a Notice of Termination in accordance with Section 9(d)the Company or any successor or affiliate thereof.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's the Executive’s employment hereunder upon the occurrence of any of the following upon: (i) the willful and continued failure by Employee Board’s determination that the Executive failed to substantially perform his duties or obligations hereunder as an employee of the Company (other than any such failure resulting from Employee's incapacity due the Executive’s Disability) that is reasonably expected to physical result in, or mental illness)has resulted in, after demand for substantial performance is delivered by material economic damage to the Company that specifically identifies or any of its affiliates (provided, that, to the manner in which extent such failure can be fully cured, the Company believes Employee shall have provided the Executive with at least 30 days’ notice of such failure and the Executive has not substantially performed his duties or obligations, remedied the failure within the 30-day period); (ii) the willful engaging by Employee Board’s determination that the Executive failed in misconduct which, in the any material respect to carry out or comply with any lawful and reasonable opinion directive of the Board consistent with the terms of this Agreement (provided, that, to the Companyextent such failure can be fully cured, will the Company shall have a material adverse effect on provided the reputation, operations, prospects or business relations Executive with at least 30 days’ notice of such failure and the Company, Executive has not remedied the failure within the 30-day period); (iii) the conviction Executive’s conviction, plea of Employee no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or ; (iv) the breach by Employee Executive’s unlawful use (including being under the influence) or possession of a term illegal drugs on the Company’s (or condition any of its affiliate’s) premises or while performing the Executive’s duties and responsibilities under this Agreement. For purposes ; or (v) the Executive’s commission of this paragraphan act of fraud, no actembezzlement, misappropriation, willful misconduct, or failure to act, on Employee's part shall be considered "willful" unless done, breach of fiduciary duty against the Company or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest any of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)its affiliates.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of your employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder mean termination upon the occurrence of any of the following (iA) the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties your duties, or obligations, (iiB) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraphSubsection 3(ii), no act, or failure to act, on Employee's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection 3(ii) and (iii) delivery to Employee specifying the particulars thereof in detail; provided that, in the event of a Notice dispute concerning the application of Termination in accordance with Section 9(d)this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes ” shall mean the Executive’s (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, 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 Company shall have "Cause" to terminate Employee's employment hereunder upon lawful directions of the occurrence CEO and/or 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 following provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (iv) the willful chronic or persistent substance abuse that materially and continued failure by Employee to substantially perform adversely affects his performance of his duties under this Agreement or obligations hereunder (other than vi) breach in any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion material respect of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition terms and provisions of this Agreement. For purposes of this paragraph, no act, or failure Agreement resulting in material and demonstrable economic injury to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyMFA. Notwithstanding the foregoing, Employee (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without the following (ix) reasonable prior written notice to Employee the Executive setting forth the reasons for the Company's intention decision to terminate the Executive for Cause, (iiy) an opportunity for Employeethe Executive, together with his counsel, to be heard before by the BoardCEO or, in his absence, the Board of Directors and (iiiz) delivery to Employee the Executive of a Notice notice of Termination termination approved by said CEO or, in accordance his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with Section 9(d)pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this AgreementAgreement (except as set forth below), “Cause” shall mean that the Company shall have "Cause" to terminate Employee's employment hereunder Company, acting in good faith based upon the occurrence of any of information then known to the following Company, determines that the Executive has (i) the engaged in or committed willful and continued failure by Employee misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties duties; (iv) refused or obligations, demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (iiother than such failure resulting from the Executive’s disability); (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 willful engaging by Employee in misconduct which, in effect of injuring the reasonable opinion of the Board reputation or business of the Company, will have ; (vii) willfully violated his fiduciary duty or his duty of loyalty to the Company or the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (other than drugs prescribed to the Executive by a material adverse physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect on of materially injuring the reputation, operations, prospects reputation or business relations of the Company, ; or (iiiix) the conviction of Employee engaged in or committed a breach of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of the above clauses (i), (vi) and (vii) of this paragraphSection 3(d), no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything herein to the contrary, for purposes of any termination of employment that occurs within the period that (i) begins with the first to occur of (1) the initial public announcement of a Change of Control (as defined below), or (2) the 90th day preceding a Change of Control and (ii) ends two years following such Change of Control, “Cause” shall instead mean only the occurrence of either or both of the following: (A) the Executive’s conviction for committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability); or (B) the willful engaging by the Executive in misconduct that is significantly injurious to the Company. For purposes of the above clause (B) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without delivery to the following (i) reasonable Executive of a notice to Employee setting forth the reasons for of termination signed by the Company's intention to terminate for Cause’s Chief Executive Officer or President stating that, (ii) an opportunity for Employeein the good faith opinion of the officer signing such notice, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described above in this Section 3(d), and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Employee's ’s employment hereunder at any time during the Employment Period for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i1) the willful and continued failure a material breach by Employee to substantially perform his duties or of Employee’s obligations hereunder under Section 1 (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illnessincapacity); (2) commission by Employee of an act of fraud, after demand for substantial performance is delivered by embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company that specifically identifies or other conduct harmful or potentially harmful to the manner in which the Company believes Employee has not substantially performed his duties or obligations, Company’s best interest; (ii3) the willful engaging a material breach by Employee in misconduct whichof Sections 6, in the reasonable opinion 7, or 8 of the Board this Agreement; (4) Employee’s conviction, plea of the Companyguilty, will have a material adverse effect on the reputationno contest, operationsor nolo contendere, prospects deferred adjudication or business relations of the Company, (iii) the conviction of Employee of unadjudicated probation for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (5) the failure of Employee to carry out, or comply with, in any material respect, any lawful directive of the Company; (6) Employee’s unlawful use (including being under the influence) or possession of illegal drugs; (7) Employee’s disparagement of the Company or any of its affiliates or any employee, officer, director, member, manager, agent, or representative of the Company or any of its affiliates; or (iv8) the Company is temporarily or permanently enjoined from employing Employee, or a court of competent jurisdiction otherwise orders the Company to cease employing Employee, or the Company determines in its reasonable discretion that it is in the best interests of the Company and/or its employees or members that Employee’s employment with the Company be terminated due to restrictions or covenants to which Employee agreed with his former employer(s) and which may impact Employee’s ability to be employed by the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphthe previous sentence, no act, act or failure to act, act on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder may be terminated by the Company immediately for "Cause" (defined below). Any of the following actions by Employee shall constitute ("Cause"): (i) The willful failure, disregard or refusal by Employee to perform his material duties or obligations under this Agreement that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company; (ii) Any willful, intentional or grossly negligent act by Employee having the effect of materially injuring (whether financial or otherwise and as determined reasonably and in good-faith by a majority of the members of the Board) the business or reputation of the Company or any of its affiliates that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company; (iii) Employee's conviction of any felony involving moral turpitude (including entry of a guilty or nolo contendere plea); (iv) Any material misappropriation or embezzlement by Employee of the property of the Company or its affiliates (whether or not a misdemeanor or felony); or (v) Breach by Employee of any material provision of this Agreement that is not cured, to the extent subject to cure, by Employee to the reasonable satisfaction of the Company within thirty (30) days after written notice thereof is given to Employee by the Company. (vi) For purposes of this Agreement, the Company Section 7(a). no act or omission by Employee shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the be considered willful if reasonably and continued failure in good faith believed by Employee to substantially perform his duties be in, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness)not contrary to, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board best interests of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, ” shall mean the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the willful and continued failure by Employee to substantially perform his duties Company, any Affiliate, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by member of the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, Partnership Group; (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee Executive (or a plea of any felony guilty or the entry by Employee of any a plea of nolo contendere in response lieu thereof) by a court of competent jurisdiction for any felony or, with respect to an indictment 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 substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; (iv) the breach by Employee willful failure of a term or condition of this Agreement. For purposes of this paragraphExecutive to render any material services to the Company, no actany Affiliate, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest any member of the CompanyPartnership Group in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or such other entity. Notwithstanding the foregoing, Employee Executive’s employment shall not be deemed to have been terminated for Cause without the following unless (iA) reasonable notice shall have been given to Employee him setting forth in detail the reasons for the Company's ’s intention to terminate for Cause, and if such Termination is pursuant to clause (iii), (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 Employee, together with his counsel, the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), and (ii) or (iii) above, delivery shall have been made to Employee Executive of a Notice notice of Termination from the Board finding that in accordance with Section 9(dthe 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 Employee's employment hereunder this Agreement, at any time, for Cause“cause”. For purposes of this the Agreement, Employee’s employment may be terminated for “cause” if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in accordance with Section 1.2; or (d) is convicted of a felony or is involved in substance abuse; provided, however, that “cause” shall not include bad judgment or any act or omission reasonably believed by Employee in good faith to have been in or not opposed to the best interests of the Company, and provided further, however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee’s employment for cause, which written notice shall specify the act or acts on the basis of which the Company intends so to terminate Employee’s employment, and Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts. If the basis of such written notice is an act or acts other than an act or acts described in clause (d) of the preceding sentence, Employee will be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) or to cure the harm giving rise to such written notice and, upon failure of Employee within such seven (7) day period to cease or correct same, Employee’s employment by the Company shall have "Cause" automatically terminate hereunder for cause. If Employee ceases or cures to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on Employee’s employment agreement shall continue in accordance with the reputation, operations, prospects terms hereof. Upon such termination or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoingremoval, Employee shall not be deemed entitled to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons all accrued Base Salary and a pro rata portion of all incentive compensation for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Boardyear in which termination occurs, and (iii) delivery to Employee of a Notice of Termination any benefits due under any compensation or benefit plan including those listed in accordance with Section 9(d)1 hereof provided by the Company for officers generally or otherwise.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d9( d).

Cause. The Company Athersys may terminate Employee's ’s employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall Athersys will have "“Cause" ” to terminate Employee's ’s employment hereunder upon the occurrence of any of the following under this Agreement upon: (i) the willful and continued failure by Employee continuous neglect or willful and continuous refusal to substantially perform his Employee’s duties or obligations hereunder responsibilities under this Agreement which continues for a period of at least thirty (30) days after being brought to the attention of Employee in writing (other than any such failure resulting from Employee's ’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 paragraph (e) of this Section 7) by Employee for Good Reason (as defined in paragraph (d) of this Section 7), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ); or (ii) the willful engaging act, willful failure to act or willful misconduct by Employee in misconduct which, in which is materially and manifestly injurious to Athersys and which is brought to the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction attention of Employee in writing not more than thirty (30) days from the date of any felony its discovery by Athersys or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementBoard. For purposes of this paragraphparagraph (c), no act, or failure to act, on Employee's ’s part shall will be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and or without reasonable belief that his action or omission was in the best interest of the CompanyAthersys. Notwithstanding the foregoing, Employee shall will not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee setting forth specifying in detail the specific reasons for the Company's Athersys’ intention to terminate for Cause, (ii2) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee of a Notice of Termination Termination, as defined in accordance with paragraph (e) of this Section 9(d)7, approved by the affirmative vote of not less than a majority of the entire membership of the Board finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth in clause (i) or (ii) above.

Cause. The Subject to the notice provisions set forth below, the Company may terminate the Employee's ’s employment hereunder for “Cause” at any time. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination upon: (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to him by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that he has not substantially performed his duties or obligations, duties; (ii2) the Employee’s willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii3) the conviction Employee’s commission of Employee such acts of any felony dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the entry by Employee effective performance of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementhis duties. For purposes of this paragraphsubsection (b), no act, or failure to act, on the Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of a majority of the non-employee members of the Board at a meeting of such members (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employeehim, together with his counsel, to be heard before such members of the Board), finding that he has engaged in the conduct set forth above in this subsection (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company Employer may terminate the Employee's employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company Employer shall have "Cause" to terminate the Employee's employment hereunder under this Agreement upon the occurrence of any of the following (ia) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder under this Agreement (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after demand for substantial performance is delivered by the Company that Employer, in writing, specifically identifies identifying the manner in which the Company Employer believes the Employee has not substantially performed his duties or obligationsand the Employee fails to perform as required within 30 days after such demand is made, (iib) the willful engaging by the Employee in criminal misconduct which(including embezzlement and criminal fraud) which is materially injurious to the Employer, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise or (iiic) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition felony and the expiration of this Agreementthe time to appeal such conviction. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyEmployer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (iother than the Employee) at a meeting of the Board called and held for such purpose (after reasonable written notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employeehim, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (a), (b) or (c), and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's ’s employment hereunder for “Cause.” A termination of employment is for “Cause” if Employee (1) enters a guilty plea, pleads nolo contendre to, or is convicted of a felony offense that is demonstrably injurious to the Company; (2) engages in misconduct which is demonstrably injurious to the Company, monetarily or otherwise; (3) fails to perform Employee’s material duties and responsibilities or to satisfy Employee’s material obligations as an officer or employee of the Company, or other material breach of any terms or conditions of any material written policy of the Company or any written agreement between Employee and the Company, or (4) fails, after reasonable request, to cooperate with the Company or governmental authorities in connection with a civil or criminal regulatory investigation or proceeding, or other civil litigation involving the company; provided, however, that no termination of Employee’s employment shall be for Cause as set forth in clauses (2), (3) or (4), unless (i) there shall have been delivered to Employee a copy of a written Notice of Termination, at least thirty (30) days in advance of the Termination Date, setting forth that Employee was guilty of the conduct set forth in such applicable clause and specifying the particulars thereof in detail; and (ii) Employee shall have been provided an opportunity to be heard by the Board (with the assistance of Employee’s counsel if Employee so desires). For Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Employee after a Notice of Termination is given to the Employee shall constitute Cause for purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the conviction of, or plea of guilty or nolo contendre to, a felony; or (ii) willful and continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive'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 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 10) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company (iv) the breach by Employee of a term or condition of this Agreement"Affiliate"). For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated 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. Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, shall not exist under paragraph (ii) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery 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 Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Subject to the notice provisions set forth below, the Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of at any of the following time. "Cause" shall mean termination upon: (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to him by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that he has not substantially performed his duties or obligations, duties; (ii2) the Employee's willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii3) the conviction Employee's commission of Employee such acts of any felony dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the entry by Employee effective performance of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementhis duties. For purposes of this paragraphsubsection (b), no act, or failure to act, on the Employee's part shall be considered deemed "willful" unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of a majority of the non-employee members of the Board at a meeting of such members (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employeehim, together with his counsel, to be heard before such members of the Board), finding that he has engaged in the conduct set forth above in this subsection (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. For purposes of this Agreement, “Cause” will mean: (i) the Executive’s willful and continued failure to substantially perform his material duties as an executive of the Company (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, (ii) the Executive’s willful misconduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that his creditability and reputation no longer conforms to the standard of senior executive officers of the Company (iv) the Executive’s conviction of, or plea of guilty or nolo contendere to, a felony, (v) the Executive’s material breach of a material written policy of the Company, (vi) the Executive’s failure to reasonably cooperate with any audit or investigation involving the Company or its business practices; or (vii) the Executive’s material breach of this Agreement. The Company may Board must give the Executive at least thirty (30) days written notice of its intent to terminate Employee's him for Cause, specifying the act(s) or omission(s) alleged to justify the for Cause termination, and an opportunity to cure such act(s) or omission(s), where feasible, within the thirty (30) day period. In addition, the Executive’s employment hereunder will be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, act or failure to act, act on Employee's the Executive’s part shall will be considered "“knowing” or “willful" ” unless it is done, or omitted to be done, by him not in good bad faith and or without reasonable belief that his action or omission was in the best interest interests of the Company. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly of the foregoingBoard or based upon the advice of counsel for the Company will be conclusively presumed to be done, Employee shall not or omitted to be done, in good faith and in the best interests of the Company. In no event will a termination be deemed to have been terminated occur for Cause without “Cause” unless such termination occurs within 90 days after the following (i) reasonable notice to Employee setting forth Board becomes aware of the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)circumstance or event giving rise thereto.

Cause. The Company may terminate Employee's employment hereunder this Agreement, upon written notice to the Employee delivered in accordance with Sections 5(f) and 12(b) hereof, for Cause. For purposes of this Agreement, the Company shall have "“Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ” means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company that specifically identifies Employee (as determined in good faith by the manner Board or the Parent Board or a committee thereof) of a crime or criminal offense involving theft, fraud, embezzlement or other felony or otherwise involving dishonesty, in which each case with respect to the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the Employee’s willful engaging by Employee refusal, without proper legal cause, to perform his duties and responsibilities as contemplated in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects this Agreement or business relations of the Company, (iii) the conviction Employee’s engaging (A) in activities which would constitute a material breach of Employee a material term of any felony this Agreement, the Company’s Code of Ethics or the entry by Employee Company’s policies and regulations, including but not limited to policies regarding trading in common stock of the Company or Parent, reimbursement of business expenses or any plea other applicable policies, rules or regulations of nolo contendere the Company in response effect from time to an indictment for a crime involving moral turpitudetime, or (ivB) in improper conduct which would result in a material injury to the breach by Employee business, condition (financial or otherwise), results of a term operations or condition prospects of this Agreement. For purposes of this paragraph, no act, the Company or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not its Affiliates (as determined in good faith and without reasonable belief that his action by the Board or omission was in the best interest of Parent Board or a committee thereof), (iv) willful misconduct by Employee injurious to the Company. Notwithstanding , or (v) conduct by Employee tending to bring the foregoingCompany into substantial public disgrace or disrepute; provided, Employee shall not be deemed however, that (I) no termination pursuant to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, clause (ii) an opportunity for Employee, together with his counsel, hereof shall become effective unless Employee shall have failed to be heard before cure such Cause to the Board, and satisfaction of the Board or the Parent Board in their sole discretion within thirty (iii30) delivery to Employee of days after receiving a Notice of Termination detailing the alleged Cause and (II) in accordance with Section 9(d)the event that such Cause is, in the sole discretion of the Board or the Parent Board, capable of being cured, no termination pursuant to clause (iii)(A) hereof shall become effective unless Employee shall have failed to cure such Cause to the satisfaction of the Board or the Parent Board in their sole discretion within twenty (20) days after receiving a Notice of Termination detailing the alleged Cause.

Cause. The Company may terminate Employee's employment hereunder for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder only (A) upon the occurrence of any of the following (i) the willful and continued failure by Employee to perform substantially perform his Employee's duties or obligations hereunder (with the Company, other than any such failure resulting from Employee's incapacity due to physical or mental illness), which failure continues unabated after a demand for substantial performance is delivered to Employee by the Company Board that specifically identifies identified the manner in which the Company Board believes that Employee has not substantially performed his duties or obligationsEmployee's duties, (iiB) if Employee willfully engages in gross misconduct materially and demonstrably injurious to the willful engaging by Employee in misconduct whichCompany or (C) upon fraud, in misappropriation or embezzlement related to the reasonable opinion business of the Board of the Company, will have a material adverse effect Company on the reputation, operations, prospects or business relations part of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmployee. For purposes of this paragraph, no act, an act or failure to act, act on Employee's part shall be considered "willful" unless done, if done or omitted to be done, done by him not Employee otherwise than in good faith and without reasonable belief that his Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause without unless and until the following Company shall have delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for the purpose (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with his Employee's counsel, to be heard before the Board), finding that in the good-faith opinion of the Board Employee was guilty of conduct constituting Cause hereunder and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's your employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued continuous failure by Employee you to substantially perform his your duties or obligations hereunder (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), which failure is not cured within thirty (30) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has you have willfully and continuously not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichwhich is materially injurious to the Company, in the reasonable opinion of the Board monetarily or otherwise (including, but not limited to, your violation of the Company, will have a material adverse effect on the reputation, operations, prospects ’s Code of Corporate Responsibility); or business relations of the Company, (iii) the conviction commission of Employee an act or omission that constitutes a material breach of any felony this Agreement (including, but not limited to, the violation of your obligations under Sections 6, 7 or 8 hereof), which act or omission is not cured within thirty (30) business days after a notice is delivered by the entry by Employee of any plea of nolo contendere Company that specifically identifies the manner in response to an indictment for a crime involving moral turpitude, or (iv) which the breach by Employee of a term or condition of Company believes you have materially breached this Agreement. For purposes of this paragraphsubsection, no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was legal, compliant with the Company’s Code of Corporate Responsibility and in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof, or during a "Window Period", as defined in Section 6(d)(ii) hereof), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

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 guilty or nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company may terminate Employeeor an Employing Affiliate (other than a failure resulting from the Executive's employment hereunder 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 Causea period of at least thirty (30) days after a written notice of demand for substantial 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; 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, no act, nor failure to act, on the Executive's part, shall be considered "intentional" unless the Executive has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Executive's action or failure to act was in the best interest of the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmploying Affiliate. For purposes of this paragraph, no Any act, or failure to act, on Employeebased upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Company's part 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 considered "willful" unless conclusively presumed to be done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interest interests of the CompanyCompany or an Employing Affiliate. Notwithstanding The termination of employment of the foregoing, Employee Executive shall not be deemed to be for Cause pursuant to subparagraph (b) or (c) above unless and until there shall have been terminated delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for Cause without the following such purpose (i) after reasonable notice is provided to Employee setting forth the reasons for Executive and the Company's intention to terminate for Cause, (ii) Executive is given an opportunity for Employeeopportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (b) or (c) above, and (iii) delivery specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to Employee of the contrary, no failure to perform by the Executive after a Notice of Termination in accordance with Section 9(d)is given to the Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illness)illness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for ----- "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean termination (i) the upon your willful and continued failure by Employee to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined in Section 4(f) for Good Reason), after a written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties or obligationsyour duties, (ii) upon your willful and continued failure to substantially follow and comply with the willful engaging by Employee in misconduct which, in the reasonable opinion specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness 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 CompanyBoard, will which demand specifically identifies the manner in which the Board believes that you have a material adverse effect on the reputation, operations, prospects or business relations of the Companynot substantially performed your duties, (iii) upon your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeCompany, or (iv) upon your willful engagement in illegal conduct or gross misconduct, in each case which is materially and demonstrably injurious to the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphSection 4(c), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyfaith. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without the following (i) reasonable notice pursuant to Employee setting forth the reasons for the Company's intention to terminate for CauseSections 4(c)(i), (ii) or (iv) hereof unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you, an opportunity for Employeeyou, together with his your counsel, to be heard before the Board and a reasonable opportunity to cure), finding that in the Board, 's good faith opinion you were guilty of conduct set forth above in this Section 4(c) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's your employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued continuous failure by Employee you to substantially perform his your duties or obligations hereunder (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), which failure is not cured within thirty (30) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has you have willfully and continuously not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichwhich is materially injurious to the Company, in the reasonable opinion of the Board monetarily or otherwise (including, but not limited to, your violation of the Company, will have a material adverse effect on the reputation, operations, prospects ’s Code of Corporate Responsibility); or business relations of the Company, (iii) the conviction commission of Employee an act or omission that constitutes a material breach of any felony this Agreement (including, but not limited to, the violation of your obligations under Sections 11, 12 or 13 hereof), which act or omission is not cured within thirty (30) business days after a notice is delivered by the entry by Employee of any plea of nolo contendere Company that specifically identifies the manner in response to an indictment for a crime involving moral turpitude, or (iv) which the breach by Employee of a term or condition of Company believes you have materially breached this Agreement. For purposes of this paragraphsubsection, no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was legal, compliant with the Company’s Code of Corporate Responsibility and in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that one or more of the following has occurred: (i) the Employee is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company or any of its affiliates); (ii) a failure of the Employee to substantially perform her responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Board identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Employee of any of the policies or procedures of the Company, including, without any limitation, any employee manual, handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Employee an opportunity to cure such violation or breach within such 10 day period; (vi) the Employee fails to meet any material obligation the Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to maintain any required applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the Employee’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Employee may be subject, pursuant to an employment agreement or otherwise, except for an alleged event under Paragraph 5(d)(vi), under which the Company shall have "Cause" to terminate 10 days following written notice from the Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any mean that one or more of the following has occurred: (i) the willful and continued Employee is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company or any of its affiliates); (ii) a failure by of the Employee to substantially perform his responsibilities and duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in to the reasonable opinion extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Board identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Employee of any of the policies or procedures of the Company, will have a material adverse effect on the reputationincluding, operationswithout any limitation, prospects any employee manual, handbook or business relations code of conduct of the CompanyCompany which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Employee an opportunity to cure such violation or breach within such 10 day period; (iiivi) the conviction Employee fails to meet any material obligation the Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to maintain any required applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the Employee’s breach of any felony non-compete, non-solicit, confidentiality or other restrictive covenant to which the entry by Employee of any plea of nolo contendere in response may be subject, pursuant to an indictment for a crime involving moral turpitude, employment agreement or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)otherwise.

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder under upon (A) breach of this Agreement by the occurrence of any of the following Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties is delivered to the Employee by the Company, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company Employer may terminate Employee's employment hereunder the Employment Term for "Cause," based on objective factors determined in good faith by a majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten (10) day period shall not apply and the Employment Term shall terminate on the date that the Notice of Termination is given. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (i) the willful and continued failure by Employee to substantially perform his duties Executive's conviction of, guilty or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical no contest plea to, or mental illness)confession of guilt of, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a other crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, ; (ii) an opportunity for Employee, together act or omission by Executive in connection with his counselemployment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to be heard before the Board, and Employer; (iii) delivery a material breach by Executive of this Agreement; (iv) a continuing or other material failure by Executive to Employee of a Notice of Termination perform such duties as are assigned to Executive by Employer in accordance with Section 9(d)this Agreement, other than a failure resulting from a Disability; (v) Executive's knowingly taking any action on behalf of Employer or any of its affiliates without appropriate authority to take such action; (vi) Executive's knowingly taking any action in conflict of interest with Employer or any of its affiliates given Executive's position with Employer; and/or (vii) the commission of an act of personal dishonesty by Executive in connection with Employer that involves personal profit.

Cause. The Company REFAC may terminate Employee's XXXXXXX’x employment hereunder for CauseCause at any time during the Employment Period hereof as hereinafter set forth. For purposes of this Agreement, the Company shall REFAC will have "“Cause" ” to terminate Employee's XXXXXXX’x employment hereunder upon the occurrence of any of the following (i) the willful and continued failure failure, in the reasonable judgment of the Board, by Employee XXXXXXX to perform substantially perform his duties or obligations hereunder with REFAC (other than any such failure resulting from Employee's incapacity due to physical his death or mental illness), Disability) after a written demand for substantial performance is delivered to XXXXXXX by the Company that Board which specifically identifies the manner in which the Company believes Employee it is believed that XXXXXXX has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee XXXXXXX (or the entering by XXXXXXX of a plea of guilty or nolo contendere) for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a lesser crime involving moral turpitude, which involved REFAC or (iv) the breach by Employee of a term or condition of this Agreementits property. For purposes of clause (i) of this paragraphdefinition, no act, or failure to act, on Employee's XXXXXXX’x part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him XXXXXXX not in good faith and without reasonable belief that his action act, or omission failure to act, was in the best interest of the CompanyREFAC. Notwithstanding the foregoing, Employee shall XXXXXXX will not be deemed to have been terminated for Cause without within the following meaning of clause (i) without (1) reasonable notice to Employee XXXXXXX setting forth the reasons for the Company's REFAC’s intention to terminate for Cause, (ii2) an opportunity for EmployeeXXXXXXX, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee XXXXXXX of a Notice of Termination Termination, as defined in accordance with paragraph (e) of this Section 9(d)10, from the Board finding that, in the good faith opinion of the Board, clause (i) hereof may be invoked, and specifying the particulars thereof in detail.

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE’s employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any “CAUSE.” A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER’s Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE’s incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the EMPLOYER’s Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE’s employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE’s part, shall be considered "“willful" ” unless donehe has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interest of the CompanyEMPLOYER. Notwithstanding the foregoing, Employee the EXECUTIVE’s employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following EXECUTIVE a copy of a written NOTICE OF TERMINATION (i) reasonable notice as defined in Section 4.3 below), which, with respect to Employee setting termination under this Section 4.1 only, sets forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifies the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of the EMPLOYER (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dthe EXECUTIVE’s counsel).

Cause. The Company may terminate EmployeeCause" shall mean the Executive's employment hereunder for Cause. For purposes (i) conviction, or entry of a guilty plea or a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any crime committed against the Company, (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 her duties under this Agreement; (iii) failure to adhere to the lawful directions of the CEO, the Company shall have "Cause" to terminate Employee's employment hereunder upon CFO and/or the occurrence Board of Directors that are reasonably consistent with her duties and position provided for herein; (iv) breach in any material respect of any of the following provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (iv) the willful chronic or persistent substance abuse that materially and continued failure by Employee to substantially perform his adversely affects her performance of her duties under this Agreement; or obligations hereunder (other than vi) breach in any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion material respect of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition terms and provisions of this Agreement. For purposes of this paragraph, no act, or failure Agreement resulting in material and demonstrable economic injury to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyMFA. Notwithstanding the foregoing, Employee (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in his absence, the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without the following (ix) reasonable prior written notice to Employee the Executive setting forth the reasons for the Company's intention decision to terminate the Executive for Cause, (iiy) an opportunity for Employeethe Executive, together with his her counsel, to be heard before by the BoardCEO or, in his absence, the Board of Directors, and (iiiz) delivery to Employee the Executive of a Notice notice of Termination termination approved by said CEO or, in accordance his absence, the Board of Directors, stating his or its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with Section 9(d)pay until such time as her right to appear before the CEO or 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 Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate the Employee's employment hereunder upon the occurrence (A) breach of any of the following this Agreement by Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties is delivered to the Employee by the Company, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company EMPLOYER may terminate Employee's the EXECUTIVE'S employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE." to terminate Employee's employment hereunder upon the occurrence of any A termination for CAUSE is a termination by reason of the following good faith determination by the EMPLOYER, subject to the approval of the THI Board of Directors, that the EXECUTIVE (ia) the willful willfully and continued failure by Employee continually failed to substantially perform his his/her duties or obligations hereunder with the EMPLOYER (other than any such a failure resulting from Employee's the EXECUTIVE'S incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the EXECUTIVE by the Company that EMPLOYER, with the prior approval of the THI Board of Directors, which specifically identifies the manner in which the Company EMPLOYER believes Employee that the EXECUTIVE has not substantially performed his his/her duties or obligations, and such failure substantially to perform continues for at least fourteen (ii14) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudedays, or (ivb) has willfully engaged in conduct which is demonstrably and materially injurious to the breach EMPLOYER or THI, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE'S employment by Employee of a term or condition of this Agreementthe EXECUTIVE during the EMPLOYMENT TERM). For purposes of this paragraph, no No act, or nor failure to act, on Employee's part the EXECUTIVE'S part, shall be considered "willful" unless dones/he has acted, or omitted failed to be doneact, by him not in with an absence of good faith and without a reasonable belief that his his/her action or omission failure to act was in the best interest of the CompanyEMPLOYER and THI. Notwithstanding the foregoing, Employee the EXECUTIVE'S employment shall not be deemed to have been terminated for Cause without CAUSE unless and until (1) there shall have been delivered to the following (i) reasonable EXECUTIVE a copy of a written notice to Employee setting forth that the reasons for the Company's intention to terminate for CauseEXECUTIVE was guilty of conduct set forth above in clause (a), (iib) or (c) of the first sentence of this Section 4.1 and specifying the particulars thereof in detail, and (2) the EXECUTIVE shall have been provided an opportunity for Employee, together with his counsel, to be heard before by the Board, and Board of Directors of THI (iii) delivery to Employee with the assistance of a Notice of Termination in accordance with Section 9(dEXECUTIVE'S counsel).

Cause. The Company BuildNet may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company at any time, with or without Cause, and with or without prior notice to Employee, in which event all payments under this Agreement shall have cease, except as provided in Section 7(d) below. The term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following as used herein shall mean (i) the Employee, in carrying out his duties hereunder, has been guilty of gross negligence or willful and continued failure by Employee wanton misconduct which in either case results in material harm to substantially perform his duties the financial condition, business, assets, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, prospects of BuildNet; (ii) the willful engaging by conviction of, or the entering of a plea of no contest by, Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have for a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (iii) any act involving dishonesty in the performance of Employee's duties hereunder, including, without limitation, fraud, misappropriation or embezzlement, (iv) the any material breach of this Agreement by Employee, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of a term written notice from BuildNet specifying in reasonable detail the nature of such breach; or condition (v) Employee fails to carry out reasonable directions (consistent with his position as set forth in Section 1 hereof and the provisions of this Agreement. For purposes ) of this paragraphthe Board of Directors of BuildNet, no act, which failure cannot be cured or shall not have been cured within thirty (30) days after receipt by Employee of written notice from BuildNet specifying in reasonable detail the failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)so carry out such directions.

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) 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 willful Board in good faith that Executive has (A) willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's 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 Company Board that specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his duties or obligationsthe Executive’s duties, (iiB) the willful engaging by Employee engaged in misconduct whichillegal conduct, an act of dishonesty or gross misconduct, in each case which is in the reasonable opinion course of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of Executive’s employment and materially injurious to the Company, (iiiC) willfully violated a material requirement of the conviction Company’s code of Employee of any felony conduct or the entry by Employee of any plea of nolo contendere in response Executive’s fiduciary duty to an indictment for a crime involving moral turpitudethe Company, or (ivD) the breach by Employee of a term or condition violated Section 1(b) of this Agreement. For purposes of this paragraph, no act, No act or failure to act, act on Employee's the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his the Executive’s action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding the foregoing, Employee Cause shall not be deemed to have been terminated include any act or omission of which the Audit Committee of the Board (or the full Board) has had actual knowledge of all material facts related thereto for Cause at least 90 days without asserting that the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for act or omission constitutes Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may shall have the right to terminate Employeethe Executive's employment hereunder at any time upon delivery of a Notice of Termination (as defined in subsection (f) below) for CauseCause (as defined below) to Executive, such employment to terminate upon a date specified in the Notice of Termination which shall not be earlier than thirty (30) days after delivery of such notice to the Executive if the stated reason for termination is described in clause (i), (ii) or (v) of the following sentence. For purposes of this Agreement, the Company shall have term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful willful, deliberate and continued failure by Employee the Executive (other than for reason of mental or physical illness) to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered as established by the General Partner or fraud or dishonesty in connection with such duties, in either case, if such conduct has a materially detrimental effect on the business operations of the Company; (ii) a material breach by the Executive of his fiduciary duties of loyalty or care to the Company that specifically identifies or the manner in REIT; (iii) conviction of any crime (or upon entering a plea of guilty or nolo contendre to a charge of any crime) constituting a felony; (iv) misappropriation of the Company's funds or property; or (v) willful, flagrant, deliberate and repeated infractions of material published policies and regulations of the Company or the REIT of which the Executive has actual knowledge. If the Company believes Employee has not substantially performed his duties or obligationsdesires to terminate the Executive for a reason described in clause (i), (ii) or (v) of the willful engaging by Employee preceding sentence, the Executive shall have thirty (30) days after receipt of the Notice of Termination in misconduct whichwhich to cure the failure, breach or infraction described in the reasonable opinion Notice of Termination and shall be afforded an opportunity to present his position or defense to the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest Trustees of the Company. Notwithstanding If the foregoingfailure, Employee shall not be deemed to have been terminated for Cause without breach or infraction is timely cured by the following (i) reasonable notice to Employee setting forth the reasons for Executive or the Company's intention to terminate Board of Trustees determines that Cause for Causethe Executive's termination does not exist, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)shall become null and void.

Cause. The Company may terminate Employeethe Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the engaging by the Executive in willful and continued misconduct injurious to the Company, (ii) the embezzlement or misappropriation of funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony, other than such conduct, conviction or plea which does not (A) reasonably call into question the Executive's loyalty to the Company, (B) materially affect the Executive's ability to discharge his duties hereunder or (C) reflect adversely in a material way on the reputation of the Company, or (iii) the failure (due to other than death or disability as defined in subsection 5(b) hereof) or refusal by Employee the Executive, other than in isolated instances, to substantially perform his duties hereunder or obligations to devote substantially all of his time during normal business hours to the performance of his duties and responsibilities hereunder (or to comply with any other than any such material provisions of this Agreement, which failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee refusal has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in been cured to the reasonable opinion satisfaction of the Board of within the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, Notice Period (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementas defined below). For purposes of clause (i) of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee The Executive shall not be deemed to have been terminated for Cause without unless the following Company shall give the Executive a notice (the "Preliminary Notice") setting forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination for Cause. With respect to a termination for Cause arising out of conduct described in either clause (i) reasonable notice or (iii) above, the Executive shall not be deemed to Employee setting forth the reasons for the Company's intention to terminate have been terminated for Cause, unless (iii) an opportunity for Employeethe Executive, together with his counsel, shall have been given a reasonable opportunity to be heard before the Board, Board (the "Board Hearing") and (iiiii) delivery to Employee of if the Executive has been afforded such opportunity in accordance with the procedure set forth below, the Company shall have given the Executive a Notice of Termination stating that, in accordance the good faith opinion of not less than a majority of the entire membership of the Board (excluding the Executive), the Executive was guilty of the conduct asserted as the basis for such termination. The Executive shall have fifteen (15) days after the Preliminary Notice is given to request a Board Hearing, and, if so requested, the Executive shall have thirty (30) days (the "Notice Period") after the Preliminary Notice is given to appear before the Board or take such other action as he may deem appropriate, and the Notice Period is hereby agreed to as a reasonable opportunity for the Executive to be heard. In addition, at the request of the Board, the Executive will take a paid leave of absence during the Notice Period. Notwithstanding anything to the contrary contained herein, under no circumstances shall the Board's failure to meet with Section 9(d)the Executive result in an extension of the Date of Termination beyond the expiration of the Notice Period.

Cause. The If the Employee is terminated from employment with the ----- Company may for Cause (as defined below), then all the Options (whether vested or un-vested) shall automatically terminate and be canceled (without any action on the part of the Company) on the date upon which Preliminary Notice (as described below) is given to the Employee, provided that the Employee's employment hereunder for Causeis thereafter terminated. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon the occurrence of any of the following (iA) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered engaging by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in willful misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of that is materially injurious to the Company, (iiiB) the embezzlement or misappropriation of funds or property of the Company or its subsidiaries by the Employee or the conviction of the Employee of any a felony or the entry entrance of a plea of guilty, or nolo contendere by the Employee to a felony or (C) the failure or refusal by the Employee to devote his full business time and attention to the performance of his duties and responsibilities in connection with his employment or any other breach by the Employee of the terms of his employment in any plea of nolo contendere in response material respect if such breach has not been cured by the Employee within thirty (30) days after the Preliminary Notice has been given to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementEmployee. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, The Employee shall not be deemed to have been terminated for Cause without unless the following Company shall have given the Employee (i) notice (the "Preliminary Notice") setting forth, in reasonable notice detail the facts and circumstances claimed to Employee setting forth the reasons provide a basis for the Company's intention to terminate termination for Cause, (ii) an a reasonable opportunity for the Employee, together with his counsel, to be heard before the Board, Committee and (iii) delivery a notice of termination stating that, in the good faith judgement of the Committee, the Employee was guilty of conduct set forth in clauses (A), (B), or (C) above, and specifying the particulars thereof in reasonable detail. Upon receipt of the Preliminary Notice, the Employee shall have thirty (30) days in which to appear before the Committee with counsel, or take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to as a reasonable opportunity for the Employee of a Notice of Termination in accordance with Section 9(d)to be heard.

Cause. The Company may terminate Employeethe Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illness), which failure is not cured within ten (10) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligations, duties; (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise (including, operationsbut not limited to, prospects conduct that constitutes Competitive Activity, as defined in Section 10 hereof); or business relations of the Company, (iii) the conviction commission of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for act that constitutes a crime involving moral turpitude, or (iv) the material breach by Employee of a term or condition of this Agreement, including without limitation the willful violation by the Executive of the provisions of the Employee Secrecy Agreement in the form of Annex I hereto; provided, however, that upon the 3 occurrence of any of the events constituting a Change in Control (as defined in Section 8(d) (iii) hereof), the foregoing definition of Cause shall cease to apply, and the Company shall have "Cause" to terminate the Executive's employment hereunder only if the Executive commits an act or acts of dishonesty constituting a felony under the laws of the United States, any State thereof or any applicable foreign country and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company. For purposes of this paragraphsubsection, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee if the Executive's employment is terminated on or following a Change in Control, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the BoardChief Executive Officer of the Company or his specifically designated representative, and (iii3) delivery to Employee the Executive of a Notice of Termination Termination, as defined in accordance with Section 9(dsubsection (e) hereof, from the Chief Executive Officer of the Company or his specifically designated representative finding that in the good faith opinion of such executive or representative the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) hereof, and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee's ’s employment and all of Employee’s rights to receive Base Salary and any other benefits hereunder for Cause. For purposes of this Agreement, the Company term “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of be defined as any of the following following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) the willful Willful misconduct by Employee, including, without limitation (A) Employee’s material breach of any duties and continued failure by Employee to substantially perform his duties or obligations hereunder responsibilities under this Agreement (other than any such failure resulting from Employee's as a result of incapacity due to physical or mental illnessEmployee’s disability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (iiB) the willful engaging by Employee in misconduct which, in the reasonable opinion Employee’s commission of the Board a material act of fraud upon the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (ivC) the breach by Employee Employee’s immoderate use of a term alcoholic beverages or condition of this Agreementnarcotics or other substance abuse. For purposes of this paragraph, no act, act or failure to act, act on Employee's the part of Employee shall be considered "“willful" ” unless done, or omitted to be done, by him not Employee in good bad faith and or without reasonable belief that his Employee’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, ; (ii) an opportunity Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for Employee, together with his counsel, to be heard before a felony or any crime which adversely affects the Board, and Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; (iii) delivery Employee’s willful failure or refusal to Employee perform Employee’s duties or responsibilities under this Agreement or Employee’s violation of any duty of loyalty to the Company or a Notice breach of Termination in accordance with Section 9(d)Employee’s fiduciary duties to the Company; or (iv) Employee’s intentional or threatened insubordination, intentional or threatened work slow-down, actual or threatened extortion or coercion, or other intentional action or inaction designed to cause harm to the Company or its efficiency or that is counter to the best interests of the Company.

Cause. The Company may terminate Employee's employment hereunder this Agreement for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate Employee's employment hereunder this Agreement upon (A) breach of this Agreement by the occurrence of any of the following Consultant, (iB) the willful and continued failure by Employee the Consultant to substantially perform his its duties or obligations hereunder (other than any such failure resulting from EmployeeMM's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Consultant has not substantially performed his its duties is delivered to the Consultant by the Company, or obligations, (iiC) the willful engaging by Employee the Consultant in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on Employeethe Consultant's part shall be considered "willful" unless done, or omitted to be done, by him it not in good faith and without reasonable belief that his its action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee this Agreement shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to Employee the Consultant setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee the Consultant of a Notice of Termination in accordance with Section 9(d)5.5 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Consultant was guilty of conduct set forth above in clause (B) of this Section 5.2 and specifying the particulars thereof in detail. For purposes of this Section 5.2, Section 8 and Section 9, the "Consultant" shall include Consultant's officers, directors, shareholders, agents and employees.

Cause. The Company may terminate the Employee's , without liability to the Employee pursuant to this Agreement, if the Employee’s employment hereunder with the Company is terminated for Cause. For purposes solely of determining whether the Company may terminate the Employee pursuant to this AgreementSection 3(d) without liability to the Employee, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for “Cause” only if the Employee (1) has engaged in fraud, misappropriation or embezzlement involving the Company, (2) is convicted of or admits a felony or other offense involving dishonesty or moral turpitude, or (3) willfully refuses to carry out a lawful written instruction of the Board that is consistent with the Employee’s position and duties, which refusal continues for a period of 30 days after the Employee has received a written notice describing in reasonable detail the circumstances deemed by the Board to constitute such refusal. Notwithstanding the foregoing, the Employee shall not be deemed, for purposes of this Agreement, to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution duly adopted by the affirmative vote of not less than majority of the entire membership of the Company’s Board at a meeting of the Board called and held for that purpose (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his the Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee engaged in the conduct set forth in the second sentence of this Section 3(d) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes In the event of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) any material breach of the willful and provisions of this Agreement by the Employee, (ii) the Employee's continued failure by Employee to substantially perform his reasonably assigned duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Employee by the Company that Board (where such demand specifically identifies the manner in which the Company Board believes that the Employee has not substantially performed his duties or obligations, (iiduties) and the willful engaging by Employee in misconduct which, in the passage of a reasonable opinion period of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companytime to comply with such demand, (iii) the Employee's willful misconduct or gross negligence, (iv) conduct by the Employee involving dishonesty for personal gain, fraud or unlawful activity which is injurious to the Company, (v) a conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a felony or any crime involving moral turpitude, or (ivvi) the Employee shall breach by Employee any provision of a term or condition Article I of this the Stock Purchase Agreement. For purposes of this paragraph, no act, or failure the Company shall have the right to act, on terminate the Employee's part shall be considered employment for "willful" unless doneCause"; provided, or omitted to be donehowever, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following under any of clauses (i) through (iii) above unless there shall have been delivered to the Employee a copy of a resolution duly adopted by the Board, at a meeting of such Board (after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before at such meeting), finding that in the good faith opinion of the Board, and the Employee had engaged in conduct of the type described in any of clauses (i) through (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)above and specifying the particulars thereof.

Cause. The Company may terminate Employee's employment hereunder Nothing in this Agreement shall be construed to prevent the termination of this Agreement by the Employers for Cause"cause". For purposes of this Agreement, the Company "cause" shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued Employee's intentional or deliberate failure by Employee to substantially perform his duties or obligations hereunder observe (other than by reason of illness, injury or incapacity) any such of the material terms or provisions of this Agreement, including the failure resulting from Employee's incapacity due of the Employee to physical or mental illness), after demand for substantial performance is delivered by follow the Company that specifically identifies directions of the manner in which the Company believes Employee has not substantially performed his duties or obligationsBoard of Trustees, (ii) dishonesty, misconduct or action on the willful engaging by Employee in misconduct which, in the reasonable opinion part of the Board Employee that is or is reasonably likely to be materially damaging or detrimental to the business of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the CompanyEmployers, (iii) the conviction of Employee a felony, or of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime misdemeanor involving moral turpitude, or (iv) insobriety or drug addiction that is materially affecting or is likely to materially affect the breach by Employee Employee's ability to perform the services required of him hereunder, or (v) misappropriation of funds. Subject to applicable cure periods as set out in the next sentence, the Employee's employment may be terminated for cause at any time. Prior to terminating this Agreement on account of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not cause described in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following clause (i) reasonable above (but not for any of the other enumerated "causes"), the Employers shall give the Employee thirty (30) days' written notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity to cure such failure to the reasonable satisfaction of the Employers. Upon termination for cause, the Employers shall pay to the Employee the compensation due to the Employee under Section 3.01 through the date of termination and the compensation earned under Section 3.02 through the last full fiscal quarter prior to such termination. Following a termination for cause and payment of the amounts required under this Section, the Employers shall have no further duty or obligation to the Employee; provided, together with his counselhowever, that the Employee shall continue to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).bound by Article V.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following Employee’s employment for “Cause” will mean: (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other Other than any such failure resulting from Employee's ’s complete or partial incapacity due to physical or mental illness)illness or impairment, after demand for substantial performance Employee’s willful and continued failure to substantially perform the duties of Employee’s position; (ii) Employee’s willful commission of an act of fraud or dishonesty resulting in, or that is delivered likely to result in, material economic or financial injury to the Company; (iii) Employee’s willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company; (iv) Employee’s willful breach of any fiduciary duty owed by Employee to the Company that specifically identifies the manner in which the Company reasonably believes Employee has not substantially performed his duties had or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputationCompany’s reputation of business; (v) Employee being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order is entered with respect to any such action (regardless of whether or not the Employee admits or denies liability in such action); or (vi) Employee’s willful obstruction or impediment of (or efforts to influence, operationsobstruct or impede), prospects or business relations of failure to materially cooperate with, any investigation authorized by the Company, (iii) the conviction its Board of Employee Directors of any felony governmental or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementself-regulatory organization. For purposes of this paragraphSection 6(a), no act, or failure to act, on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his action or omission was in faith. In the best interest event of the Company. Notwithstanding the foregoing, Employee shall not be deemed any alleged breach pursuant to have been terminated for Cause without the following (i) of this Section 6(a), the Company will first give Employee written notice which specifically identifies the manner in which the Board believes that the Employee’s conduct constitutes the alleged performance breach to enable Employee to correct the deficiency within a reasonable notice to Employee setting forth time period, which will not be less than thirty (30) days, before the reasons Company can proceed with a termination for Cause under (i) of this Section 6 (a). In the Company's intention to terminate for Cause, event of any alleged conduct described in (ii) an opportunity for Employeethrough (vi) of this Section 6(a), together with his counselthe Company will deliver to Employee written notice which sets forth the Board’s finding that Employee engaged in such conduct and specifying the particulars thereof. 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 heard before taken by the BoardBoard under this Section 6(a) shall be made or taken by the board of directors of the surviving entity, and (iii) delivery to Employee or if the surviving entity is a subsidiary, then by the board of a Notice directors of Termination in accordance with Section 9(d)the ultimate parent corporation of the surviving entity.

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon only in the occurrence event of any of the following (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due inability to perform such duties as a result of physical or mental illnessillness or incapacity) or any such actual or anticipated failure after the delivery of a Notice of Termination, as defined in Section 7(e), by the Employee for Good Reason, as defined in Section 7(d)(2), after delivery to the Employee of a written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes that the Employee has not substantially performed his duties or obligationsand a reasonable opportunity to cure; (2) willful misconduct by the Employee that causes substantial and material injury to the business and operations of the Company, (ii) the willful engaging by Employee in misconduct continuation of which, in the reasonable opinion judgment of the Board Board, will continue to substantially and materially injure the business and operations of the Company, will have a material adverse effect on Company in the reputation, operations, prospects future; or business relations (3) conviction of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementfelony. For purposes of this paragraph, no act, No act or failure to act, on Employee's part act shall be considered "willful" for this purpose unless done, or omitted to be done, by him not the Employee other than in good faith and without other than with a reasonable belief that his action or omission was in the best interest interests of the Company. Notwithstanding the foregoing, The Employee shall not be deemed to have been terminated for Cause without unless the following Employee shall have been provided with (i) a reasonable notice to Employee setting forth the reasons that the Company believes constitute Cause for the Company's intention to terminate for Cause, termination of his employment; and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination as defined in accordance with Section 9(d7(e), from the Board finding that, in the reasonable good faith opinion of the Board, Cause for the termination exists and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, the Company ” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of mean any of the following shall have occurred: (i1) the willful intentional and continued failure by Employee to substantially perform his Employee’s employment duties, such intentional failure involving willful and deliberate malfeasance or gross negligence in the performance of Employee’s duties or obligations hereunder (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness), after (i) written demand for substantial performance is delivered by or on behalf of the Company that specifically Company’s Board of Directors (the “Board”), which demand reasonably identifies the manner in which the Company Board believes Employee has not substantially performed his duties or obligationsEmployee’s duties, and (ii) Employee’s failure to cure such performance failure within five business days after receipt of such written demand; (2) the willful intentional engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; (iii3) the conviction of Employee or a plea of any felony nolo contendere, or the entry substantial equivalent to either of the foregoing, of or with respect to, any felony; (4) the commission by Employee of any plea acts of nolo contendere in response moral turpitude that are injurious to an indictment for the Company; (5) a crime involving moral turpitude, or (iv) the breach by Employee of the Confidentiality and Invention Agreement dated of even date herewith between the Company and Employee; (6) a term breach by Employee of Employee’s obligations under this Agreement or condition the Arbitration Agreement (as hereinafter defined); or (7) a breach by Employee of this Agreementthe Company’s Code of Ethics and Code of Conduct, as currently in effect or as hereafter amended from time-to-time. For purposes of this paragraphdefinition, no act, or failure to act, on Employee's ’s part shall be considered "willful" “intentional” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee Employee, setting forth the reasons for the Company's ’s intention to terminate for Cause, ; (ii2) an opportunity for Employee, together with his counsel, Employee to be heard before the Board, Board (or an authorized representative thereof); and (iii3) delivery to Employee of a Notice written notice of Termination termination from the Board (or its authorized representative) stating that, in accordance with Section 9(dthe good faith opinion of the Board (or its authorized representative), Employee engaged in the conduct set forth above in clause (1), (2), (4), (5), (6) or (7) of the preceding paragraph or an event specified in clause (3) of the preceding paragraph has occurred.

Cause. The Company and the Bank may terminate Employee's employment hereunder Mx. Xxxxxx’x services during the Consulting Period for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean: (i) the willful and continued failure by Employee of Mx. Xxxxxx to perform substantially perform his duties with the Company or obligations hereunder one of its affiliates (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Mx. Xxxxxx by the Board of Directors of the Company that and/or the Bank which specifically identifies the manner in which the Company Board of Directors believes Employee that Mx. Xxxxxx has not substantially performed his duties or obligations, and after Mx. Xxxxxx has been given a 15 day period to cure such failure; or (ii) the willful engaging engagement by Employee Mx. Xxxxxx in illegal conduct or gross misconduct which, in the reasonable opinion which violates any written code of conduct of the Board of Company and/or the Company, will have a material adverse effect on Bank or which is otherwise materially and demonstrably injurious to the reputation, operations, prospects or business relations of Company and/or the Company, Bank; or (iii) the conviction of Employee of any a felony or the entry by Employee of any plea of a guilty or nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach plea by Employee of a term or condition of this AgreementMx. Xxxxxx with respect thereto. For purposes of this paragraphprovision, no act, act or failure to act, on Employee's the part of Mx. Xxxxxx, shall be considered "“willful" ” unless it is done, or omitted to be done, by him not in good bad faith and or without reasonable belief that his action or omission was in the best interest interests of the CompanyCompany and/or the Bank. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the foregoingBoard of Directors of either the Company or the Bank or upon the instructions of the Chairman of the Board or a senior officer of the Company and/or the Bank or based upon the advice of counsel for the Company and/or the Bank shall be conclusively presumed to be done, Employee or omitted to be done, by Mx. Xxxxxx in good faith and in the best interests of the Company and the Bank. The cessation of the services of Mx. Xxxxxx for conduct described in subparagraph (i) or (ii) above shall not be deemed to be for Cause unless and until there shall have been terminated delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of the Company and/or the Bank at a meeting of the Board of Directors called and held for Cause without the following such purpose (iafter not less than ten (10) reasonable days advance notice is provided to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Mx. Xxxxxx and he is given an opportunity for Employeeopportunity, together with his counselcounsel chosen by him, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board, Mx. Xxxxxx is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. The Company and/or the Bank may suspend Mx. Xxxxxx’x authority (iiiwith a continuation of the Consulting Fees during such period of suspension) delivery to Employee after the provision of a Notice notice of Termination intention to terminate his services for conduct described in accordance subparagraph (i) or (ii) above and prior to the time he is given an opportunity to meet with the Board of Directors, and any such suspension shall not constitute “Good Reason” as defined in Section 9(d)5(c) below.

Cause. The Company may terminate EmployeeExecutive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following (i) following: i. the willful and continued failure by Employee Executive to substantially perform his material duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee Executive has not substantially performed his material duties or obligations, (and provides the Executive with at least 30 days to effect a cure; ii) . the willful engaging by Employee Executive in misconduct which, in the reasonable opinion of the Board of the CompanyBoard, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (; iii) . the conviction of Employee Executive of any felony or the entry by Employee Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or (iv) other controlled substances which impact Executive's performance of his duties; v. the material breach by Employee Executive of a material term or condition of this Agreement. For purposes of this paragraphSection 8(c), no act, or failure to act, on EmployeeExecutive's part shall be considered "willful" unless if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Executive's employment shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee Executive setting forth the reasons for the Company's intention to terminate his employment for Cause, (ii) an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board, and (iii) delivery to Employee Executive of a Notice of Termination in accordance with Section 9(d8(e).

Cause. The Company Employer may terminate the Employee's ’s employment hereunder for Cause. For purposes of this Amended Agreement, the Company term “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean: (i) a willful and material violation by the Employee of either Section l(c) or 7 of this Amended Agreement (unless such violation is cured by the Employee within thirty (30) days of receipt of a written notice from the Supervisory Board which specifically identifies the facts and circumstances of such violation); (ii) the willful and continued failure by the Employee to substantially perform his the duties or obligations reasonably assigned to him within the scope of the Employee’s duties and authority as stated in Section l(a) hereunder (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illnessillness or injury), after the Supervisory Board delivers to the Employee a written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his the Employee’s duties or obligationsand provides the Employee thirty (30) days to begin to substantially perform, (ii) provided that the willful engaging by Employer shall not have the right to terminate the Employee’s employment hereunder for Cause if the Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, begins to substantially perform within such thirty-day period; (iii) the conviction Employee’s willful misconduct, willful waste of Employee of corporate assets or gross negligence which in any felony or such event substantially and materially injures the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, Employer; or (iv) the breach by indictment of the Employee of for a term or condition of this Agreementfelony involving moral turpitude. For purposes of this paragraph, no act, or failure In order for a termination to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)(as defined below) must be delivered within six (6) months of the date on which the Employer first knows of the event constituting Cause.

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, the Company ” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of mean any of the following shall have occurred: (i1) the willful intentional and continued failure by Employee to substantially perform his Employee’s employment duties, such intentional action involving willful and deliberate malfeasance or gross negligence in the performance of Employee’s duties or obligations hereunder (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company Company’s Board of Directors (hereinafter, referred to as the “Board”) that specifically identifies the manner in which the Company Board of Directors believes Employee has not substantially performed his Employee’s duties or obligations, and that is not cured within five business days after notice thereof by the Company to Employee; (ii2) the willful intentional engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; (iii3) the conviction of Employee or a plea of any felony nolo contendere, or the entry substantial equivalent to either of the foregoing, of or with respect to, any felony; (4) the commission of acts by Employee of any plea of nolo contendere in response moral turpitude that are injurious to an indictment for the Company; (5) a crime involving moral turpitude, or (iv) the breach by Employee of the “confidentiality and invention” agreement between the Company and Employee; (6) a term or condition breach by Employee of Section 8 of this Agreement; or (7) a breach by Employee of the Company’s “Code of Ethics for Senior Officers,” as currently in effect or amended from time-to-time. For purposes of this paragraphdefinition, no act, or failure to act, on Employee's ’s part shall be considered "willful" “intentional” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee Employee, setting forth the reasons for the Company's ’s intention to terminate for Cause, ; (ii2) an opportunity for Employee, together with his counsel, to be heard before the Board, Board (or an authorized representative thereof; and (iii3) delivery to Employee of a Notice written notice of Termination termination from the Board (or its authorized representative) finding that, in accordance with Section 9(dthe good faith opinion of the Board (or its authorized representative), Employee engaged in the conduct set forth above in clause (1) or (2) of the preceding paragraph or an event specified in clause (3), (4), (5), (6) or (7) of the preceding paragraph has occurred.

Cause. The Company may terminate the Key Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "CauseCAUSE" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered commission by the Company Key Employee of an act of fraud, dishonesty, embezzlement (including the unauthorized disclosure or use of confidential or proprietary information of the Company, the Acquirer or their respective Affiliates or clients) or other act or omission intended or with consequences that specifically identifies bring, or could reasonably be expected to bring, the manner in which Company, the Company believes Employee has not substantially performed his duties Acquirer or obligationsany of their respective Affiliates into disrepute or otherwise materially harm, or could reasonably be expected to materially harm, their respective commercial or governmental relationships or licenses, (ii) the willful engaging by Key Employee in pleads guilty or no contest to or is convicted of any criminal offense for which a penalty of imprisonment may be imposed (other than an offense under road traffic legislation), (iii) material misconduct which, in the reasonable opinion as an employee of the Board Company or any of its subsidiaries or other conduct tending to bring the Company, will have a the Acquirer or any of their respective Affiliates or shareholders into disrepute or failure to comply with any written guidelines adopted or promulgated by the Company or the Acquirer, (iv) abandonment or material adverse effect on neglect by the reputation, operations, prospects or business relations Key Employee of any of the duties for which he has been employed by the Company, (iiiv) persistent failure of the conviction Key Employee to comply with or carry out the instructions of Employee of any felony the Company's or the entry by Employee Acquirer's Board of any plea Directors or management if the ability to comply with or carry out such instructions is reasonably within the control of nolo contendere in response to an indictment for a crime involving moral turpitudethe Employee, or (ivvi) the material breach by the Key Employee of a term or condition of his duties under this Agreement. For purposes of this paragraph, no act, or material failure to act, on Employee's part carry out any such duties; provided that any such breach or failure shall be considered "willful" unless done, or omitted to be done, not have been remedied by him not in good faith and without reasonable belief that his action or omission was in the best interest Key Employee within thirty days of receipt by the Key Employee of written notice from the Company of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee occurrence of a Notice of Termination in accordance with Section 9(d)such breach or failure.

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be he done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder under upon (A) material breach of this Agreement by the occurrence of any of the following Employee, (iB) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness)) or failure to follow the specific reasonable directives of the Board of Directors, provided that the Employee does not cure such failure after written demand is delivered to the Employee by the Company for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not substantially performed his duties and provides for a reasonable period to cure such failure, or obligations, (iiC) the willful engaging by the Employee in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable 15 days notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, Cause and (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to the Employee of a Notice of Termination as defined in accordance with Section 9(d)5.6 hereof, from the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clause (B) of this Section 5.3 and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company of Employee’s employment for “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination if (i) the willful and continued failure by Employee substantially fails to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical Disability or mental illnessany such actual or anticipated failure resulting from termination by Employee for Good Reason (as defined below), ) after a written demand for substantial performance is delivered to Employee by the Company that Board, which demand specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his duties or obligations, duties. (ii) Employee engages in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany or any of its affiliates, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise. (iii) Employee commits fraud, bribery, embezzlement or other material dishonesty with respect to the conviction business of the Company or any of its affiliates, or the Company discovers that Employee of has committed any such act in the past with respect to a previous employer. (iv) Employee is indicted for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime criminal act involving moral turpitude, or the Company discovers that Employee has been convicted of any such act in the past. (ivv) Employee commits a material breach of any of the breach by Employee of a term covenants, representations, terms or condition provisions of this Agreement; (vi) Employee violates any instructions or policies of the Company with respect to the operation of its business or affairs that causes material harm, economic or otherwise, to the Company; or (vii) Employee uses illegal drugs. For purposes of this paragraphSubsection, no act, or failure to act, on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyCompany and its affiliates. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote (iwhich cannot be delegated) of not less than a majority of the members of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth above in clauses (i) through (vii) of the first sentence of this Subsection and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have "“Cause" ” to terminate Employee's Executive’s employment hereunder upon the occurrence of any of the following (i) following: i. the willful and continued failure by Employee Executive to substantially perform his material duties or obligations hereunder (other than any such failure resulting from Employee's Executive’s incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee Executive has not substantially performed his duties or obligations, (and provides the Executive with at least 30 days to effect a cure; ii) . the willful engaging by Employee Executive in misconduct which, in the reasonable opinion of the Board of the CompanyBoard, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (; iii) . the conviction of Employee Executive of any felony or the entry by Employee Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or (iv) other controlled substances which impact Executive’s performance of his duties; v. the material breach by Employee Executive of a material term or condition of this Agreement. vi. For purposes of this paragraphSection 8(c), no act, or failure to act, on Employee's Executive’s part shall be considered "“willful" unless ” if it was done, or omitted to be done, by him not in good faith and without with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Executive’s employment shall not be deemed to have been terminated for Cause without the following following: (i) reasonable notice to Employee Executive setting forth the reasons for the Company's ’s intention to terminate his employment for Cause, (ii) an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board, and (iii) delivery to Employee Executive of a Notice of Termination in accordance with Section 9(d8(e).

Cause. The Termination by the Company may terminate of the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence shall mean termination as a result of any of the following (i) the willful and continued failure by the Employee to devote the time, attention and effort necessary to perform substantially perform his duties or obligations hereunder the services contemplated by this Agreement in a manner consistent with the Employee's past performance (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 Employee by a member or representative of the Board of Directors of the Company that which specifically identifies the manner in which it is alleged that the Company believes Employee has not substantially performed his duties such services, or obligations, (ii) the willful engaging by the Employee in gross misconduct which, in the reasonable opinion of the Board of which is materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph; provided that, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good bad faith and without reasonable belief that his such action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding It is also expressly understood that the foregoing, Employee Employee's attention to or engagement in matters not directly related to the business of the Company shall not provide a basis for termination for Cause if such attention or engagement is authorized by the terms of this Agreement or has otherwise been approved by the Board of Directors of the Company. Anything in this Agreement to the contrary notwithstanding the Employee's employment may not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (i) after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for the Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth in clause (i) or (ii) of this subparagraph (b) and (iii) delivery to Employee specifying the particulars thereof in detail. Except as otherwise provided in paragraphs 1 and 6, no purported termination by the Company of the Employee's employment which is not justified as a Notice termination of Termination in accordance with Section 9(d)the Employee's employment for Cause shall be effective.

Cause. The Company may shall have the right to terminate EmployeeExecutive's ----- employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following Executive's: (i) the willful and continued Conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) Continued failure by Employee to use reasonable best efforts to substantially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illness), 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 Employee Executive has not used reasonable best efforts to substantially performed perform his duties duties; or (iii) Misconduct (including, but not limited to, a breach of the provisions of Section 10) that is materially economically injurious to the Company or obligationsto any entity in control of, controlled by or under common control with the Company ("Affiliates"). Cause shall not exist under paragraph (ii) or (iii) above unless and until the willful engaging Company has delivered to Executive a copy of a resolution duly adopted by Employee in misconduct which, in the reasonable opinion a majority of the Board (excluding Executive for purposes of determining such majority) at a meeting of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, Board called and held for such purpose (iiiafter reasonable (but in no event less than thirty (30) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (ivdays) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) or (iii) delivery 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 Employee of a Notice of Termination in accordance with Section 9(d)cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company shall have "Cause" to terminate Employee's employment hereunder Company, acting in good faith based upon the occurrence of any of information then known to the following Company, determines that the Executive has (i) the engaged in or committed willful and continued failure by Employee misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his his/her duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties his/her duties; (iv) refused or obligations, demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (iiother than such failure resulting from the Executive’s disability); (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 willful engaging by Employee in misconduct which, in effect of injuring the reasonable opinion of the Board reputation or business of the Company, will have ; (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 material adverse physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect on of materially injuring the reputation, operations, prospects reputation or business relations of the Company, ; or (iiixi) the conviction of Employee engaged in or committed a breach of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of the above clauses (i) and (vi) of this paragraphSection 3(d), no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and him/her without reasonable belief that his his/her action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without delivery to the following (i) reasonable Executive of a notice to Employee setting forth the reasons for of termination signed by the Company's intention to terminate for Cause’s Chief Executive Officer or President stating that, (ii) an opportunity for Employeein the good faith opinion of the officer signing such notice, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specifying the particulars thereof.

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of employment for "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following ----- shall mean termination upon: (i) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Company that Board of Directors which specifically identifies the manner in which the Company Board of Directors believes Employee that the Executive has not substantially performed his duties or obligationsduties, and which failure has not been cured within thirty days after such written demand; or (ii) the willful and continued engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii) the conviction willful breach by the Executive of Employee of any felony the Non- Competition clause in Section 8, the Non-Solicitation clauses in Sections 9 and 10 or the entry by Employee of any plea of nolo contendere Confidentiality clause in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementSection 11 hereof. For purposes of this paragraphSubsection (b), no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not the Executive in good bad faith and without reasonable belief that his such action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of at least 80% of the directors then serving (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Executive and an opportunity for Employeethe Executive, together with his counsel, to be heard before the BoardBoard of Directors), and finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (i), (ii) or (iii) delivery to Employee of a Notice the first sentence of Termination this Subsection (b) and specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Subject to the notice provisions set forth below, the Company may terminate the Employee's ’s employment hereunder for “Cause” at any time. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean termination upon: (i1) the willful and continued failure by the Employee to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to him by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that he has not substantially performed his duties or obligations, duties; (ii2) the Employee’s willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of that is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; or (iii3) the conviction Employee’s commission of Employee such acts of any felony dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the entry by Employee effective performance of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementhis duties. For purposes of this paragraphsubsection (b), no act, or failure to act, on the Employee's ’s part shall be considered "deemed ”willful" ” unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to him a copy of a resolution duly adopted by the following affirmative vote of a majority of the non-employee members of the Board at a meeting of such members (i) after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employeehim, together with his counsel, to be heard before such members of the Board), finding that he has engaged in the conduct set forth above in this subsection (b) and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's Subject to the notification provisions of Section 8(f) below, Executive’s employment hereunder may be terminated by the Company for Cause. For purposes of this Agreement, the Company term “Cause” shall have "Cause" be limited to terminate Employee's employment hereunder upon the occurrence of any of the following (i) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (ii) the willful refusal of Executive to attempt to follow the proper written direction of the Board, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and continued failure promptly so notifies the Board; (iii) substantial and continuing willful refusal by Employee Executive to substantially attempt to perform his the duties or obligations required of him hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to Executive by the Company that Board which specifically identifies the manner in which the Company believes Employee it is believed that Executive has not substantially performed and continually refused to attempt to perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, hereunder; or (iv) the breach by Employee Executive being convicted of a term felony (other than a felony involving a traffic violation or condition as a result of this Agreementvicarious liability). For purposes of this paragraph, no act, or failure to act, on Employee's Executive’s part shall be considered "“willful" ” unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest interests of the Company. Notwithstanding A notice by the foregoing, Employee Company of a non-renewal of the Employment Term pursuant to Section 1 hereof shall not be deemed to have been an involuntary termination of Executive by the Company without Cause as of the end of the then Employment Term, but Executive may terminate at any time after the receipt of such notice and shall be treated as if he was terminated for without Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee as of a Notice of Termination in accordance with Section 9(d)such date.

Cause. The Company may shall have the right to terminate Employee's Executive’s employment hereunder for Cause. For purposes hereof, a termination by the Company for “Cause” shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute “Cause” because of (1) Executive’s conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive’s obligations under this Agreement, or (3) Executive’s continued willful and intentional failure to substantially comply with the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any reasonable mandates of the following (iCEO commensurate with his/her position after a written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the willful CEO believes he/she has not substantially complied, and continued which failure is not substantially corrected by Employee him/her within 10 days after receipt of such demand. Executive shall not be considered to have failed to substantially perform his duties comply if (I) he/she fails to so comply by reason of total or obligations hereunder (other than any such failure resulting from Employee's partial incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties illness or obligations, (iiII) the willful engaging requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by Employee in misconduct which, in the reasonable opinion of the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, will have a material adverse effect on that such action is not in the reputation, operations, prospects or business relations best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (iii3) where the conviction of Employee of any felony CEO has issued a written demand specifically directing the Executive to take or the entry by Employee of any plea of nolo contendere in response to an indictment for refrain from taking a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)specified action.

Cause. The Company may terminate Employee's employment hereunder the Employee for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder shall mean termination upon the occurrence of any of the following (i) the willful and continued failure by the Employee to perform substantially perform his duties with the Company or obligations hereunder the Employee's willful failure to follow 12 13 any directive issued by the Board of Directors or Chief Executive Officer (other than any such failure resulting from the Employee's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Employee for Good Reason pursuant to Section 10 hereof), 10 days after a written demand for substantial performance is delivered to the Employee by the Company that Board of Directors which specifically identifies the manner in which the Company Board of Directors believes that the Employee has not substantially performed his duties or obligationsduties, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion any material breach of the Board Agreement by the Employee, (iii) any willful, intentional, reckless or negligent act by the Employee having the effect of materially injuring the business, financial condition or prospects of the Company, will have a material adverse effect on the reputationParent Company or any subsidiary or the reputation of the business or injury any customer, operationssupplier, prospects employee or other business relations relationships of the Company, (iii) the conviction of Employee of Parent Company or any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSubsidiary, or (iv) the breach by conviction of the Employee of any felony or a term or condition of this Agreementcrime involving larceny. For purposes of this paragraphSection 12(c), no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him the Employee not in good faith and without the reasonable belief that his the Employee's action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Employee a resolution duly adopted by the majority vote of the entire membership of the Board of Directors, exclusive of the Employee, at a meeting of the Board of Directors called and held for such purpose, finding that in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth above in clauses (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause), (ii) an opportunity for Employee), together with his counsel, to be heard before the Board, and (iii) delivery to or (iv) of this Section 12(c) and specifying the particulars thereof in detail; provided, however, that if the Employee of a Notice of Termination in accordance with Section 9(d).is terminated for alleged "Cause" at any time

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) conviction of a felony or crime involving an act of moral turpitude, dishonesty or misfeasance, in each case that substantially interferes with the willful and continued failure orderly business of the Company or any of its subsidiaries, (ii) refusal of the Executive to follow or material neglect by Employee Executive of reasonable requests of the Company made pursuant to substantially perform his duties or obligations hereunder this Agreement (other than any such failure refusal or neglect resulting from Employee's incapacity due to physical or mental illnessillness (each a "Disability") or any such failure or refusal after the Executive gives notice of termination for Good Reason (as defined in Section 5(b)), after demand for substantial performance is delivered by and (iii) willfully engaging in conduct that substantially interferes with or damages the standing or reputation of the Company that specifically identifies or any of its subsidiaries; provided, however, no termination for Cause pursuant to either clause (ii) or (iii) hereof shall be effective unless the Company shall have first provided the Executive (A) 30 days written notice in the manner contemplated by Section 9 setting forth in reasonable detail the Company's basis for such termination, including the manner in which the Company Board believes Employee the Executive has not substantially performed his duties or obligationsand (B) an opportunity to cure any deficiencies noted by the Company in such notice that Executive shall not have reasonably addressed and if so reasonably addressed, shall be deemed cured prior to the expiration of such 30-day period (ii) the willful engaging by Employee in misconduct which"For Cause Termination Date"). In the event of an effective termination of employment for Cause, in the reasonable opinion this Agreement and all of the Board rights and obligations of the Companyparties hereto shall forthwith terminate, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of except where this Agreement expressly provides that any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition provisions survive termination of this Agreement. For purposes of this paragraphSection 5(c), no act, act or failure to act, on Employee's part act by the Executive shall be considered "willful" unless it is done, or omitted to be done, by him not in good bad faith and without reasonable belief that his the Executive's action or omission was in the best interest interests of the Company. Notwithstanding The Company and you acknowledge and agree that any termination resulting from incapacity of the foregoing, Employee Executive due to the Disability shall not be deemed to have been terminated for Cause be a termination without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may shall have the right to terminate Employeethe Executive's employment hereunder at any time upon delivery of a Notice of Termination (as defined in subsection (f) below) for CauseCause (as defined below) to Executive, such employment to terminate upon a date specified in the Notice of Termination which shall not be earlier than thirty (30) days after delivery of such notice to the Executive if the stated reason for termination is described in clause (i), (ii) or (v) of the following sentence. For purposes of this Agreement, the Company shall have term "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following means (i) the willful willful, deliberate and continued failure by Employee the Executive (other than for reason of mental or physical illness) to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered as established by the General Partner or fraud or dishonesty in connection with such duties, in either case, if such conduct has a materially detrimental effect on the business operations of the Company; (ii) a material breach by the Executive of his fiduciary duties of loyalty or care to the Company that specifically identifies or the manner in REIT; (iii) conviction of any crime (or upon entering a plea of guilty or nolo contendre to a charge of any crime) constituting a felony; (iv) misappropriation of the Company's funds or property; or (v) willful, flagrant, deliberate and repeat infractions of material published policies and regulations of the Company or the REIT of which the Executive has actual knowledge. If the Company believes Employee has not substantially performed his duties or obligationsdesires to terminate the Executive for a reason described in clause (i), (ii) or (v) of the willful engaging by Employee preceding sentence, the Executive shall have thirty (30) days after receipt of the Notice of Termination in misconduct whichwhich to cure the failure, breach or infraction described in the reasonable opinion Notice of Termination and shall be afforded an opportunity to present his position or defense to the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest Trustees of the Company. Notwithstanding If the foregoingfailure, Employee shall not be deemed to have been terminated for Cause without breach or infraction is timely cured by the following (i) reasonable notice to Employee setting forth the reasons for Executive or the Company's intention to terminate Board of Trustees determines that Cause for Causethe Executive's termination does not exist, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)shall become null and void.