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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 upon: (i) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (ii) Executive's willful and continued failure by Employee to use reasonable best efforts to substantially and materially 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 and materially 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; (iii) Executive's willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 11) 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 ("Affiliate"); (iv) the breach by Employee of a term or condition Executive's material failure to comply with Executive's obligations under Section 3(b) of this Agreement, but excluding inadvertent or inconsequential failures unless they are of a recurring nature, after the Company (A) delivers to Executive a written notice specifically identifying the manner in which the Company believes Executive has materially failed to comply with Executive's obligations under Section 3(b) and (B) provides Executive a reasonable opportunity (not to exceed fifteen (15) days) to cure such failure or to commence such cure (if such failure cannot be cured with in such fifteen (15)-day period); provided, that Executive diligently prosecutes such cure thereafter; or (v) Any termination of the employment of Xxxx Xxxxx by the Company for Cause pursuant to Xxxx Xxxxx'x employment agreement with the Company. 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 it is 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 satisfied if the Executive's action or non-action continues for Cause without more than ten (10) days after Executive has received written notice of the following inappropriate action or non-action, or, after it has ceased, it is thereafter recommenced or repeated or, if such action or non-action cannot be cured within such ten (i) reasonable notice 10)-day period, Executive shall not have begun to Employee setting forth the reasons for the Company's intention cure such action or non-action within such ten (10)-day period and shall not continue 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)diligently prosecute such cure thereafter.

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 Employeethe Executive's employment hereunder for "Cause". For purposes of this Agreement, the Company shall have A termination for "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (i) the willful and continued failure Executive's conviction to, plea of no contest to, plea of nolo contendere to, or imposition of unadjudicated probation for any felony (other than a traffic offense that does not result in incarceration), (ii) the Executive's having been the subject of any order, judicial or administrative, obtained or issued by Employee the Securities Exchange Commission, for any securities violation involving fraud or intentional misconduct, including, for example, any such order consented to by the Executive in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied, (iii) a material breach by the Executive of this Agreement; or (iv) the Board in good faith determines that the Executive (A) willfully failed to substantially perform his duties and obligations to the Company or obligations hereunder willfully failed to carry out, or comply with, any reasonable and lawful directive of the Board consistent with the terms of this Agreement (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness)) which, if it is the first instance of such conduct, is not cured within 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 substantially performed his duties or obligationsfailed to perform (and, if it is any instance of such conduct after the first instance thereof and opportunity to cure, then no such opportunity to cure need be provided with respect to such conduct), (iiB) willfully engaged in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany or any of its Subsidiaries, 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, (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 turpitudeotherwise, or (C) committed a willful breach of fiduciary duty or an act of fraud, embezzlement, or misappropriation against the Company or any of its Subsidiaries; provided, however, that no termination of the Executive's employment shall be for Cause as set forth in clause (iv) above until (y) there shall have been delivered to the breach by Employee Executive a copy of a term or condition written notice setting forth that the Executive was guilty of this Agreementthe conduct set forth in clause (iv) and specifying the particulars thereof in detail, and (z) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the 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 take action was in the best interest interests 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 ’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 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 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 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 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 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 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 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 "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 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 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 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 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 Company may terminate Employee's employment hereunder for Cause. For purposes Notwithstanding the terms of this Agreement, Employer may discharge Employee and terminate this Agreement in the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following event that (i) the willful and continued failure by Employee shall continually fail substantially to substantially perform his duties or obligations hereunder (with reasonable diligence, other than by reason of incapacity, or shall violate 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 material covenant of his duties or obligationsherein contained, (ii) the willful engaging by Employee shall engage in misconduct whichan act of fraud, theft or embezzlement 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 Companyconnection with his employment hereunder, (iii) Employee shall engage in a material act or omission involving wilful misconduct or gross negligence in the conviction performance of Employee's duties, (iv) Employee shall engage in a material act of any dishonesty, (v) Employee shall unreasonably refuse to carry out the lawful order of Employer commensurate with Employee's duties to be performed hereunder or (vi) Employee shall be convicted of a felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (which shall include any felony relating to drugs) or shall plead nolo contendere (ivor make an equivalent plea) the breach by Employee of a term in respect of, any governmental indictment, complaint 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 Companyother formal allegation. Notwithstanding the foregoingforegoing to the contrary, prior to discharging Employee shall not be deemed pursuant to have been terminated for Cause without the following clauses (i) or (v) of the immediately preceding sentence, Employer shall give Employee ten (10) days' prior written notice of any breach or failure and a reasonable opportunity to cure any such breach or failure, or cease violating any covenant contained herein, to the extent curable or ceasable; provided, however, that no notice shall be required to be given in the event such breach, failure or violation is not curable or ceasable. In the event Employee is discharged pursuant to this Section 9, except as otherwise set forth herein, employee's Base Salary and Bonus under Section 4 hereof and all benefits under Section 5 hereof shall terminate immediately upon such discharge (subject to applicable law such as COBRA), and Employer shall have no further obligation to Employee setting forth except the reasons for the Company's intention payment to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery reimbursement to Employee of a Notice of Termination in accordance with Section 9(d)for any monies due to Employee which right to payment or reimbursement accrued prior to such discharge.

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 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 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 shall mean (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 illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after 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 paragraphSection 3(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 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 this Section 3(C) and (iii) delivery specifying the particulars thereof. Any termination of your employment by the Company or any of its subsidiaries or by you shall be made by written notice of termination to Employee the other party. Such "Notice of Termination" shall mean a written document specifying the provision in this Agreement being relied upon and setting forth a summary of the facts and circumstances which provide the basis for termination of your employment. The "Date of Termination" shall be the date upon which the Notice of Termination in accordance with Section 9(d)is given.

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. 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 any 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 receive Base Salary under Section 1.4, incentive compensation under Section 1.6 and all other benefits and compensation as described herein for Cause without the following a period of twelve (i12) 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)months thereafter.

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. 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 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 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 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 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 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 EmployeeExecutive's employment hereunder may be terminated by the Company for Cause. For purposes of this Agreement, the Company shall will have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following upon: (i) the Executive's indictment for any crime involving monies or other property or any felony, crime or any offense of moral turpitude, or his commission of fraud, embezzlement, theft, dishonesty, willful and continued misconduct or deliberate injury to the Company or its subsidiaries; (ii) the Executive's intentional or grossly negligent refusal or 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 carry out written directions of the Company's chief executive officer or Board, will which refusal or failure remains uncured or continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; (iii) the Executive's breach of any of his fiduciary duties to Newco or the Company or making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably be expected to have a material adverse effect on Newco's or the reputation, operations, prospects Company's business and which remains uncured or business relations continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of the Company, (iii) the conviction of Employee of any felony breach or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudemisrepresentation or omission, or recurs within such period; (iv) the Executive's breach by Employee of a term or condition any material provision of this Agreement. For purposes , which breach, if curable, remains uncured or continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of this paragraph, no actthe breach, or failure to act, on Employee's part shall be considered "willful" unless done, recurs within such period; or (v) any misappropriation by the Executive of funds or omitted to be done, by him not in good faith and without reasonable belief that his action property of the Company or omission was in the best interest any affiliate of the Company. Notwithstanding the foregoing, Employee shall Any termination for "Cause" will not be deemed to in limitation of any other right or remedy the Company or Newco may 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)under this Agreement or otherwise.

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 purposes of this Agreement, the Company shall have A termination for "Cause" to terminate Employee's employment hereunder upon the occurrence of any is a termination evidenced by a resolution adopted in good faith by two-thirds (2/3) of the following Board that Employee— (i) the willful and continued failure by Employee to substantially perform has habitually neglected his duties or obligations hereunder with the Company (other than any such a failure resulting from Employee's incapacity due to physical or mental illness), or materially breached any of the provisions of this Agreement, which failure or breach continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is or other correction has been delivered by the Company that specifically identifies to Employee specifying the manner in which the Company believes Employee has not failed to substantially performed his duties or obligations, perform, (ii) the willful engaging by Employee 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, or (iii) the conviction of Employee of any felony has been convicted or the entry by Employee of any entered a plea of nolo contendere in response to an indictment for a crime the case of any misdemeanor involving moral turpitude, or has been indicted or convicted of an act which is defined as a felony under federal or state law; provided, however, that no termination of Employee's employment shall be for Cause as set forth in clause (ivii) the breach by above until (x) there shall have been delivered to Employee a copy of a term or condition written notice setting forth that Employee was guilty of this Agreementthe conduct set forth in clause (ii), and specifying the particulars thereof in detail, and (y) 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 purposes of this paragraph, no No act, or nor failure to act, on Employee'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, no failure to perform by 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 after Notice of Termination in accordance with Section 9(d)is given by Employee shall constitute Cause for purposes of this Agreement.

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 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 employment hereunder for Cause. For purposes of this Agreement, a termination for “Cause” means a termination by the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following based upon: (i) an act or acts by Executive which have been found in an applicable court of law to constitute a felony (other than traffic-related offenses); (ii) an act or acts by Executive which are in the good faith judgment of the Board in violation of law or of policies of the Company and which result in demonstrably material injury to the Company; (iii) if the termination shall have been the result of an act or acts of proven dishonesty by Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment to the Executive at the expense of the Company; (iv) a termination upon the willful and continued failure by Employee the Executive substantially to substantially perform his duties or obligations hereunder with the Company (other than any such failure resulting from Employee's incapacity due to mental or physical or mental illnessillness not constituting a Disability), after a demand in writing for substantial performance is delivered by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that Executive has not substantially performed his duties duties; (v) any material breach by Executive of this Agreement; or obligations, (iivi) the willful engaging by Employee in misconduct which, in the reasonable opinion a termination as a result 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 . In order for the Company to terminate Executive’s employment pursuant to clause (iv) the breach by Employee of a term or condition (v) of this Agreement. For purposes definition of this paragraph“Cause”, no act, or failure to act, on Employee's part the Company 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 have first given written notice of the Company. Notwithstanding circumstances alleged to constitute “Cause” under such clause and the foregoing, Employee same shall not be deemed to have been terminated cured (if capable of cure) within thirty (30) days of such written notice. If, after the expiration of any applicable cure period, the Company asserts that grounds exist for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for termination with Cause, it shall so notify Executive and within fifteen (ii15) an days shall afford Executive the opportunity for Employee, together with his counsel, to be heard appear before the Board regarding any disputed facts. The Board shall make a determination regarding the existence of “Cause” upon completion of such meeting. At any time prior to the final determination of Cause by the Board, the Company shall be entitled to suspend (with pay and (iiibenefits) delivery to Employee Executive’s duties pending determination of a Notice the existence of Termination in accordance with Section 9(d)“Cause”.

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 Company Employer may terminate Employee's employment hereunder for ----- "Cause. ." For the purposes of this Agreement, the Company Employer shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (iA) the willful and continued failure by Employee to substantially perform his Employee's duties or obligations hereunder with the Employer (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 Employee by the Company that Board which specifically identifies the manner in which the Company Board believes that Employee has not substantially performed his duties duties, or obligations, (iiB) the willful engaging by Employee in gross misconduct which, in the reasonable opinion of the Board of 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 an act, or failure to act, on Employee's part shall not be considered "willful" unless if done, or omitted to be done, by him not Employee (A) in good faith and without (B) with reasonable belief that his action or omission was in not opposed to the best interest interests 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 two-thirds (i2/3d's) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) 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 (A) or (B) of the second sentence of this paragraph 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 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 (il) 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; (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 Board1 Cause for the termination exists and specifying the particulars thereof in reasonable detail. In the event that the Employee's employment has been terminated by the Company for Cause and the Employee disputes in good faith whether such Cause has occurred, the Company shall continue to make to the employee the payments contemplated by this Agreement as if his employment had not been terminated upon the Company's receipt of a written undertaking by the Employee to repay to the Company any amounts to which it is ultimately determined that he was not entitled under this Agreement.

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 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 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 paragraphdefinition, 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 Companycorporation. 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), 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 definition and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

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) the Executive's conviction or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful act of theft, embezzlement or misappropriation from the Company; or (iii) a determination by the Board that the Executive has 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 Employeethe Executive's Disability or incapacity due to bodily injury or physical or mental illness), after (A) a written demand for substantial performance is delivered to the Executive by the Company that Board which specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his the Executive's duties and provides the Executive with the opportunity to correct such failure if, and only if, such failure is capable of cure; and (B) the Executive's failure to correct such failure which is capable of cure within 30 days of receipt of the demand for performance. For the avoidance of doubt, the parties expressly agree that only Cause pursuant to Section 7(c)(iii) shall be deemed capable of cure. Notwithstanding the foregoing, “Cause” shall not include any act or obligationsomission that the Executive believes in good faith to have been in or not opposed to the interest of the Company (without intent of the Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled). The Company may only terminate the Executive's employment for Cause if (A) a determination that Cause exists is made and approved by three fourths of the independent directors of the Company's Board, (iiB) for a termination for Cause under Section 7(c)(iii), the willful engaging by Employee in misconduct which, in the reasonable opinion Executive is given at least five (5) days' written notice of the Board of the Companymeeting called to make such determination, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, and (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 turpitudetermination for Cause under Section 7(c)(iii), or (iv) the breach by Employee of a term or condition of this AgreementExecutive and his legal counsel are given the opportunity to address such meeting. 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 the event that the Board has so determined in good faith and without reasonable belief that his action or omission was Cause exists, the Board shall have no obligation to terminate the Executive's employment if the Board determines in its sole discretion that such a decision not to terminate the Executive's employment is 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 ----- during the Employment Term 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 conviction of, or pleading guilty to, a felony or crime involving moral turpitude; or (ii) the willful and continued failure by Employee of the Executive to perform substantially perform his the Executive's duties with the Company or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), one of its affiliates after a written demand for substantial performance is delivered to the Executive by the Company that Board, which specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his the Executive's duties or obligations, covenants under this Agreement or the Executive's willful and material violation of Section 8(a) of this Agreement; or (iiiii) the any willful engaging by Employee in misconduct which, in the reasonable opinion act of the Board Executive involving fraud, theft, misappropria tion of funds or embezzlement affecting the CompanyCompany or any of its affiliates or any other willful misconduct which has, will have or could reasonably be expected to have, a material adverse effect on the reputation, operations, prospects Company or business relations any 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, its affiliates or (iv) a disability that prohibits the breach by Employee Executive from substantially meeting his responsibilities as a senior executive of the Company on a term or condition full-time basis for 90 out of this Agreement120 consecutive business days ("Disability"). For purposes of this paragraphprovision, no act, act or failure to 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 or without reasonable belief that his the Executive's action or omission was in the best interest interests of the Company. Notwithstanding Any act, or failure to act, by the foregoingExecutive based upon authority given to the Executive pursuant to a resolution duly adopted by the Board or based upon the advice of regular outside counsel for the Company shall be conclusively presumed to be done, Employee shall not or omitted to be deemed to have been terminated done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive's employment for Cause without the following (i) reasonable shall be effective upon receipt of 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).pursuant to

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this AgreementAt any time during the Term, the Company shall have "Cause" the right to terminate this Employment Agreement and Employee's ’s employment hereunder with the Company hereunder, at any time upon written notice to Employee, in the occurrence event Employee engages in conduct which constitutes “Cause.” For purposes of any of the following this Employment Agreement, “Cause” shall mean: (i) Employee’s willful misconduct in the willful and continued performance of Employee’s obligations under this Employment Agreement or gross negligence in the performance of Employee’s obligations under this Employment Agreement; (ii) dishonesty or misappropriation by Employee relating to the Company or any of its funds, properties, or other assets; (iii) inexcusable repeated or prolonged absence from work by Employee (other than as a result of, or in connection with, a Disability); (iv) any unauthorized disclosure by Employee of confidential or proprietary information of the Company, including, but not limited to, Confidential Information, which is reasonably likely to result in material harm to the Company; (v) a conviction of Employee (including entry of a guilty or nolo contendere plea) involving fraud, dishonesty, or moral turpitude, or involving a violation of federal or state securities laws; or (vi) the failure by Employee to substantially attempt to perform his faithfully Employee’s 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 turpitudehereunder, or (iv) the other material breach by Employee of a term this Employment Agreement, and such failure or breach is not cured, to the extent cure is possible, by Employee within thirty (30) days after written notice thereof from the Company to Employee; provided, however, that no event or condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute Cause unless (x) the Company first gives Employee written notice of its intention to terminate Employee’s employment for Cause and the grounds for such termination no fewer than twenty (20) days prior to the date of termination; and (y) Employee is provided the opportunity to appear before the Board, with or without legal representation at Employee’s election, to present arguments on Employee’s own behalf; provided, further, however, that notwithstanding anything to the contrary in this Employment Agreement and subject to the other terms of this Agreementproviso, the Company may take any and all actions, including without limitation suspension (with or without pay, as determined by the Board), it deems appropriate with respect to Employee and Employee’s duties at the Company pending such appearance. For purposes of this paragraph, no act, No act or failure to act, act on Employee's ’s part shall will be considered "“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 interests 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 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 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 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 (A) the occurrence engaging by the Employee in willful misconduct that is materially injurious to the Company, (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, which failure 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 part, shall be considered "willful" unless done, done or omitted to be done, 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, Company 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 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 2 3 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 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(d)subsection (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, and specifying the particulars thereof in detail.

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: (i) the willful substantial and continued willful failure by Employee the Executive to substantially perform his duties hereunder which results, or obligations hereunder could reasonably be expected to result, in material harm to the business or reputation of the Company, which failure is not cured (other than any if curable) by Executive within 15 days after written notice of such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, Company; and (ii) the willful engaging commission 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 of any criminal act involving moral turpitude or a felony which results in an arrest or indictment, or the entry commission by Employee Executive, based on reasonable proof, of any plea act of nolo contendere in response to an indictment for a crime fraud or embezzlement involving moral turpitude, the Company or (iv) the breach by Employee of a term its customers or condition of this Agreementsuppliers. For purposes of this paragraphSection 6(c), no act, or failure to act, on EmployeeExecutive'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 Executive shall not be deemed to have been terminated for Cause without the following (iA) reasonable notice to Employee Executive setting forth the reasons for the Company's intention to terminate for Cause, (iiB) an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board, and (iiiC) delivery to Employee Executive of a Notice of Termination (as hereinafter defined) from the Board, finding that, in accordance with Section 9(d)good faith opinion of the Board, Executive was guilty of conduct set forth above, and specifying the particulars thereof in 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 conviction of, or plea of guilty or nolo contendere to, a felony; (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 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 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 Alexander's 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, Company or Alexander's (iv) the breach by Employee of a term or condition of this Agreement"Affiliates"). 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, Alexander's or any 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) 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 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 Passports may terminate Employee's employment hereunder under this Agreement for "Cause. ." For purposes of this Agreement, the Company Passports shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following upon: (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 by the Company Passports that specifically identifies the manner in which the Company Passports believes Employee has not substantially performed his duties duties, or obligations, (iib) the willful engaging by Employee in misconduct whichwhich is materially injurious to Passports, 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, (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 paragraphSection 6.3, 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 CompanyPassports. Notwithstanding Notwithstanding, the foregoing, Employee shall not be deemed to have been terminated for Cause without the following without: (i) reasonable notice to Employee setting forth the reasons reason for the Company's Passports' intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, Passports to be heard before the BoardBoard of Directors of Passports, and (iii) delivery to Employee of a Notice of Termination as defined in accordance with Section 9(d6.4.3 from the Board of Directors of Passports finding that in the good faith opinion of such executive, Employee was guilty of conduct set forth above in clause (a) or (b), 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 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 written demand for substantial performance is delivered to you by the Chairman of the Board, Chief Executive Officer or President of the Company that which specifically identifies the manner in which the Company such person believes Employee has that you have not substantially performed his your duties or obligationshave failed to follow the policies and procedures of the Company, which failure to perform causes material and demonstrable economic harm to the Company or its Affiliates, (iib) the willful engaging by Employee you 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 illegal conduct which is materially and demonstrably injurious to the Company, (iiic) the conviction of, or a plea of Employee guilty or nolocontendere to, a felony, (d) the failure by you to cooperate with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning the Company, (e) the willful and material breach by you of any felony Section 6 of this Agreement or the entry by Employee Company’s written code of any plea business conduct and ethics (however, to the extent the breach is curable, the Company must give you notice and a reasonable opportunity to cure), (f) your becoming subject to the prohibitions of nolo contendere in response to an indictment for a crime involving moral turpitude, Section 19(a)(1) of the Federal Deposit Insurance Act or Section 21C(f) of the Exchange Act or (ivg) the breach failure by Employee of a term or condition you to comply with the terms of this Agreement, including but not limited to Section 6. 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 or its Affiliates. 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 or upon the instructions of the Chief Executive Officer or other senior executive officer of 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 and its Affiliates. For purposes of this Agreement, "Affiliate" means any person directly or indirectly controlling, controlled by, or under common control with the Company. It is also expressly understood that your attention to matters or your engagement in activities not directly related to 4 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 prior to or following a change in control. Notwithstanding the foregoing, Employee in the case of clause (a), (b), (d), (e) or (g) of this paragraph (iii), 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-fourths (i3/4) of the entire membership of the Board (excluding you if you are a Board member) 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), and finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in such clause of this paragraph (iii) delivery and specifying the particulars thereof in detail. The Company must notify you of any event constituting Cause within ninety (90) days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement. The Company may place you on paid leave for up to Employee of 30 consecutive days while it is determining whether there is a Notice of Termination in accordance with Section 9(d)basis to terminate your employment for Cause. This leave will not constitute Good Reason.

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 shall mean that the Company, acting in good faith based upon the occurrence of any of information then known to the following (i) Company, determines that the Executive has engaged in or committed: willful and continued misconduct; theft, fraud or other illegal conduct; failure by Employee 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), Disability) for a 30-day period after written demand for substantial performance is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board business of the Company, will have ; violation of any fiduciary duty; violation of the Executive's duty of loyalty to the Company; or a breach of any material term of this Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive had breached 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 Employeethe Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best 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 CauseChief Executive Officer or Chairman of the Board stating that in the good faith opinion of the officer signing such notice, (ii) an opportunity for Employee, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described in the second sentence of this paragraph, 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, the Company shall have ." "Cause" to terminate shall mean (a) Employee's employment hereunder upon default, willful malfeasance, fraud or dishonesty in the occurrence performance of any of the following his obligations hereunder; (ib) the commission or omission of an act, or a willful and continued failure or negligent act by Employee which causes harm 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, ; (iiic) the conviction of Employee for the commission or perpetration by Employee of any felony or the entry by Employee any act of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or fraud; (ivd) the failure of Employee to devote his full time and attention to the business as provided in Section 1; (e) Employee's breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to actobserve the terms of this Agreement in any material respect; (f) the failure of Employee to perform his duties hereunder in a manner satisfactory to the Reporting Officer, on as determined in his sole discretion; provided, however, that Employee shall have 30 days (or such lesser amount of time as is necessary) to cure such failure after receiving notice from the Company; provided, further that the Company shall be obligated to provide only one notice to Employee pursuant to this clause 5.2(f) and, thereafter, the Company may terminate Employee, without Employee having a right to cure, if Employee fails to perform his duties in a manner satisfactory to the Reporting Officer, as determined in his sole discretion; or (g) Employee's part shall be considered "willful" unless done, engaging in conduct or omitted activities involving moral turpitude that is or are reasonably likely to be done, by him not in good faith and without reasonable belief that his action cause material damage to the business or omission was in the best interest reputation of the Company. Notwithstanding , any affiliate of the foregoingCompany (including InterCept), 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)or any personnel thereof.

Cause. The Company may terminate Employee's ’s employment and all of Employee’s rights to receive any 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 Employee’s material and willful 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, ; (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion Employee’s commission of the Board 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 Employee’s immoderate use of Employee alcoholic beverages or narcotics or other substance abuse affecting Employee’s performance 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 his duties hereunder; (iv) the breach by Employee Employee’s conviction by, or entry of a term plea of guilty or condition nolo contendere in, a court of this Agreementcompetent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or (v) Employee’s willful and material violation of any duty of loyalty to the Company or willful and material breach of Employee’s fiduciary duties to the Company. 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 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 upon the occurrence of shall mean termination for any of the following reasons: (i) 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 demand for substantial performance is delivered to you by the Company that Chairman of the Board or the CEO of the Company, which demand specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichillegal conduct that materially and demonstrably damages the Company's business or reputation; (iii) the commission of any act which injures, or in the reasonable opinion judgment of the Board could reasonably be expected to injure, materially the reputation, business or business relationships of the Company, will have a material adverse effect on the reputationincluding, operationswithout limitation, prospects or business relations any breach of written policies of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere Company with respect to trading in response to an indictment for a crime involving moral turpitude, securities; or (iv) any conduct in the breach by Employee course of a term your employment that constitutes, in the Company's reasonable judgement, gross negligence, fraud, embezzlement or condition any acts of this Agreementmoral turpitude that result or are intended to result, directly or indirectly, to your personal enrichment at the Company's expense. For purposes of this paragraphSection 2(c), no act, act or failure to act, 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 in, or not opposed to, the best interest interests of the Company. Notwithstanding Any act, or failure to act, 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 advise of counsel for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, company shall be conclusively presumed to be heard before done, or omitted to be done, by you 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 corporation.

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 D) violated section 1 (ivb) the breach by Employee of a term or condition 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).