Common use of Cause Clause in Contracts

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

Cause. The Company may EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment at any time for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes of this Agreementhereof, termination for “Cause” shall mean (i) the willful and continued failure a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to perform substantially an act of fraud, misappropriation or embezzlement or to a felony; (ii) the Executive’s duties with the Company commission of a fraudulent act or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of the Company EDGEN; (the “Board”iv) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutieshabitual drunkenness or use of illegal substances, or each as determined in the reasonable discretion of the Board of Directors of EDGEN; (iiv) the willful engaging material breach by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes ; or (vi) an act of this provisiongross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, no act or failure in its reasonable discretion, deems to act on the part of be good and sufficient cause; provided, that if the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to receive a resolution duly adopted by the Board Termination Notice with respect to such act or omission or based upon the advice of counsel a termination for the Company shall be conclusively presumed Cause pursuant to be donesubsections (iii), or omitted to be done(v) and/or (vi) hereof, by the Executive in good faith and in the best interests of the Company. The cessation of employment of then the Executive shall not be deemed have the thirty (30) days following his receipt of the Termination Notice to be cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present)pursuant thereto; provided, to be heard before the Board, finding that, in the good faith opinion of the Boardhowever, the Executive has engaged shall have the right to cure any such breach only one (1) time in the conduct described in subparagraph any twelve (i), (ii), (iii12) or (iv) above, and specifying the particulars thereof in detailmonth period.

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

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

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

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

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

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

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

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

Cause. The Company may shall have the right to terminate the Executive’s 's employment at any time 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, “Cause” shall mean or (i3) the Executive’s continued willful and continued intentional failure to substantially comply with the reasonable mandates of the CEO 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 CEO believes he/she has not substantially complied, and which failure is not substantially corrected by him/her within 10 days after receipt of such demand. Executive shall not be considered to perform have failed to substantially the Executive’s duties with the Company comply if (I) he/she fails to so comply by reason of total or one of its subsidiaries (other than any such failure resulting from partial incapacity due to physical or mental illness)illness or (II) the requested action is illegal. For the avoidance of doubt, after 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 written demand for substantial performance is delivered to the Executive resolution duly adopted by the Board of Directors of the Company Genesis Healthcare, Inc. (the “Board”); (2) or its representatives, which specifically identifies in reliance upon and in accordance with the manner in which advice of outside counsel to the Board believes that the Executive has not substantially performed the Executive’s duties, Company; or (ii3) in the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad good faith or without reasonable belief that an action is in the Executive’s act best interests of the Company (or omission was in the case of refraining from taking an action, that such action is not in the best interests of the Company. Any act), or failure to actprovided, based upon express authority given pursuant to a resolution duly adopted by however, that the Board with respect to such Executive may not act or omission or based refrain from acting in reliance upon this Clause (3) where the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by CEO has issued a written demand specifically directing the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive take or refrain from taking a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailspecified action.

Cause. The Company may terminate the Executive’s employment at any time for during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean (i) Executive’s continued intentional failure or refusal to materially abide by the willful terms and continued failure conditions of the Executive to this Agreement or perform substantially the Executive’s assigned duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to as a result of total or partial mental or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the willful engaging by course of Executive’s employment with the Executive in illegal conduct Company; (iii) Executive’s conviction of, or gross misconduct plea of guilty or nolo contendere to a felony or a crime (other than a felony) that is materially and demonstrably injurious involves moral turpitude or a breach of trust or fiduciary duty owed to the Company or any of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or affiliates; (iv) a material breach of Sections 5(a) or 5(b) of the restrictive covenants in this Agreement. For purposes ; or (v) a material breach of this provisionthe Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or could reasonably be expected to, result in material harm to the Company, including reputational harm; provided that no act or failure to act act, on the part of the Executive shall Executive, will be considered “willful” or “intentional” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the Company. Any act, Company and its affiliates or failure to act, if done based upon express authority given pursuant to a resolution duly adopted by on the direction of the Board with respect to such act or omission or based upon the on advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the If an action or omission constituting Cause is curable, Executive shall not may be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel terminated under such clauses only if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in not cured such action or omission within thirty (30) days following written notice thereof from the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailCompany.

Cause. The Company may may, at any time and in its sole discretion, terminate the Executive’s employment at any time for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes of this Agreementhereof, termination for “Cause” shall mean (i) the willful and continued failure a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to perform substantially an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors or the Chief Executive Officer; (iv) the Executive’s duties with habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by and/or Parent which the Board of Directors of the Company (the “Board”) or in its representativesreasonable discretion deems to be good and sufficient cause; provided, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious shall receive a Termination Notice with respect to the Company or its affiliates, or a termination for Cause pursuant to subsections (iii), (v) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or and/or (ivvi) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of hereof and the Executive shall be considered “willful” unless it is done, or omitted to be done, by have the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests thirty (30) days following his receipt of the Company. Any act, or failure Termination Notice to act, based upon express authority given pursuant cure the breach specified therein prior to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of his employment of the Executive shall not be deemed to be being terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailpursuant thereto.

Cause. The Company may terminate Cause" shall mean only the following: (i) the Executive’s employment at any time 's death or Disability; (ii) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than such failure resulting from the Executive's incapacity due to physical or mental illness) after demand for Causesubstantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his or her duties; (iii) willful misconduct by the Executive which is materially injurious to the Company; (iv) conviction of a felony under the laws of the State of California; (v) habitual drunkenness by the Executive; or (vi) a willful, material breach of this Agreement by the Executive. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)no act, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or and without a reasonable belief that the Executive’s act such action or omission by the Executive was in the best interests of the Company. Any actNotwithstanding anything to the contrary in the foregoing, no termination or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company other action shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed considered to be for Cause under this Agreement unless (x) the Executive first shall have received at least 30 days written notice setting forth the reasons for the Company's intention to terminate or take other action and until there shall have been delivered provided an opportunity to appear, accompanied by counsel, and be heard before the Board of Directors; (y) after such appearance before the Board, the Board of Directors shall have duly adopted by a majority of the Directors of the Company then in office, and shall have provided to the Executive a copy of a certified resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, that in the good faith opinion of the Board, such Directors the Executive has engaged in the was guilty of conduct described in subparagraph (i)constituting Cause, (ii), (iii) or (iv) as set forth above, and specifying the particulars thereof in detail; and (z) the Executive shall have failed to cure or remedy the event constituting Cause within 30 days after the Executive's receipt of such certified resolution from the Board of Directors.

Cause. The Company may terminate the Executive’s 's employment at any time hereunder for Cause. For purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate Executive's employment hereunder upon: (iA) the willful and continued failure of the by Executive to perform substantially the Executive’s his duties consistent with the Company or one of its subsidiaries this Agreement (other than any such failure resulting from Executive's incapacity due to physical or mental illness), ) after a written demand for notice demanding substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which to Executive specifically identifies identifying the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s duties, or his duties and Executive has not cured such demands within 30 days after receipt of such notice; (iiB) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise; (C) the willful violation by Executive of the provisions of Paragraphs 5, 6, or 7; (iiiD) the willful, persistent failure or refusal by Executive to follow reasonable policies, standards, directives, or orders established by the Company; or (E) the conviction of a felony or entry guilty plea by Executive of a guilty crime of moral turpitude or nolo contendere plea by the Executive with respect theretoother felony including without limitation fraud, theft, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementembezzlement. For purposes of this provisionSubparagraph 9(c), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company on Executive's part shall be conclusively presumed to be done, considered "willful" unless done or omitted to be done, done by the Executive him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company. The cessation of employment of Notwithstanding the foregoing, Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purposes (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph clause (iA), (iiB), (iii) C), (D), or (ivE) above, and specifying the particulars thereof in detailof this subparagraph.

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

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean means (i) the Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive’s breach of a covenant set forth in Section 3; (iii) the Executive’s breach of the Executive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s conviction of any crime (or entering a plea of guilty or nolo contendere to any crime) constituting a felony; (v) the Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities or (vi) willful and continued continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the Executive describing with specificity the elements of the nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the failure of the Executive to have cured such nonperformance, lack of performance or refusal to perform substantially within thirty (30) days following receipt of such written notice. A termination of the Executive’s duties with Executive shall not be for “Cause” unless the Company or one decision to terminate the Executive is set forth in a resolution of its subsidiaries the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (other than any exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such failure resulting from incapacity due to physical or mental illness), purpose (after a written demand for substantial performance is delivered reasonable notice to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that and an opportunity for the Executive has not substantially performed to be heard before the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementBoard). For purposes of this provision, no No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in good faith or with a reasonable belief on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests interest of the CompanyCompany or an Affiliate. Any act, act or failure to act, act by the Executive based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon on the advice of counsel for to the Company shall be conclusively presumed to be done, done or omitted to be done, done by the Executive in good faith and in the best interests interest of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless Company and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailAffiliates.

Cause. The Company Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of the Company employment: (the “Board”i) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Bank or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act of Directors or omission a senior officer of the Bank, or based upon the advice of counsel for the Company Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been discharged for Cause “Cause” unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted certification by the affirmative vote Clerk of not less than the Bank that two-thirds (2/3) of the entire membership Board of Directors found in good faith that the Board (not including Executive was guilty of conduct which is deemed to be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive) after reasonable notice is , except as provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, for in the good faith opinion Section 6.2 of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthis Agreement.

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

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

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

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

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “the term "Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries as set forth in Section 2.1.2, "Duties," (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board Board, accompanied by a resolution adopted by the vote of Directors two-thirds (2/3) of the Company (entire Board, excluding the “Board”) or its representativesExecutive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or 's duties and Executive has not cured any such failure to perform within thirty (30) business days of such demand; (ii) material violation of any of the willful engaging Company's policies; (iii) breach by the Executive in of his obligations under this Agreement; or (iv) if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of as determined by a felony or entry of a guilty or nolo contendere plea resolution adopted by the Executive with respect thereto, or vote of three-fourths (iv) a material breach of Sections 5(a) or 5(b3/4) of this Agreementthe entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests faith. The vote of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by Board on the Board with respect to such act or omission or based upon the advice resolutions contemplated in (i) and (iv) of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall this Section 3.2 will not be deemed to be for Cause unless and taken until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board five (not including the Executive5) after reasonable notice is provided business days to the Executive of the meeting and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), for Executive to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailBoard at such meeting.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Parent Board of Directors (as defined herein) or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Parent Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s 's duties, ; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementParent Group. For purposes of this provision, no act or failure to act act, on the part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act 's action or omission was in the best interests of the CompanyParent Group. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Parent Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive Executive, in good faith and in the best interests of the CompanyParent Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail. As used in this Paragraph, "Parent Board" means the board of directors of the Parent, except that in the event that the Parent no longer owns 50% of the outstanding voting securities of the Company, then the Parent Board shall mean the Board of Directors of the Company.

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

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

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

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

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

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

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

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate the Executive's employment only if the Executive (i) has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful and continued failure Company, (ii) has engaged in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Executive at the expense of the Executive Company, or (iii) has willfully and continually failed substantially to perform substantially the Executive’s his or her duties with the Company or one of its subsidiaries (other than any such a failure resulting from the Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance is has been delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies specifying in reasonable detail the manner in which the Board believes that Executive has failed to substantially perform. Notwithstanding the foregoing, the Executive has shall not substantially performed be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution (x) duly adopted by three-quarters (3/4) of the entire membership of the Committee, or of the Board, at a meeting called and held for such purpose after reasonable notice to the Executive and an opportunity for the Executive’s duties, together with the Executive's counsel, to be heard before the Committee or the Board, as the case may be, and (iiy) finding that in the willful engaging by good faith opinion of the Committee or the Board, as the case may be, the Executive was guilty of conduct described in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) first sentence of this AgreementSection 2(d) and specifying the particulars of such conduct in detail. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission Board, or, for any Executive other than the Chief Executive Officer of the Company, upon the instructions of the Chief Executive Officer of the Company, or based upon the advice of counsel for the Company Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

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

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, the term “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board Board, accompanied by a resolution adopted by the vote of Directors two-thirds (2/3) of the Company (entire Board, excluding the “Board”) or its representativesExecutive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or duties and Executive has not cured any such failure to perform within ten (10) business days of such demand; (ii) material violation of any of the willful engaging Company’s policies; (iii) breach by the Executive of his obligations under this Agreement; or (iv) if the Executive is formally charged with material illegal criminal conduct by a governmental body or regulatory authority, which can reasonably be expected to harm the Company, or has engaged in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of as reasonably determined by a felony or entry of a guilty or nolo contendere plea resolution adopted by the Executive with respect thereto, or vote of three-fourths (iv) a material breach of Sections 5(a) or 5(b3/4) of this Agreementthe entire Board at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests faith. The vote of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by Board on the Board with respect to such act or omission or based upon the advice resolutions contemplated in (i) and (iv) of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall this Section 3.2 will not be deemed to be for Cause unless and taken until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board five (not including the Executive5) after reasonable notice is provided business days to the Executive of the meeting and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), for Executive to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailBoard at such meeting.

Cause. The Company may Trust shall have the right to terminate the Executive’s 's employment at any time upon delivery of written notice of termination for Cause. For purposes of this Agreement, “Cause” Cause (as defined below) to Executive (which notice shall mean (i) specify in reasonable detail the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any basis upon which such failure resulting from incapacity due to physical or mental illnesstermination is made), after a written demand for substantial performance is delivered such employment to the Executive terminate immediately upon delivery of such notice unless otherwise specified by the Board of Directors Trustees of the Company (the “Board”) or its representatives, which specifically identifies the manner in which Trust if a majority of the Board believes of Trustees (other than Executive) determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Executive has not substantially performed Trust or an affiliate of the Executive’s dutiesTrust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction has been convicted of a felony or entry entered a plea of a guilty "nolo contendre" which in the reasonable opinion of the Board brings Executive into disrepute or nolo contendere plea is likely to cause material harm to the Trust's (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by the Executive with respect theretoreason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) a material breach of Sections 5(a) has willfully violated or 5(b) breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust to the material detriment of the Trust or any affiliate of the Trust or its business. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act his action or omission was in the best interests of the CompanyTrust. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company Trust shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyTrust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board (the Executive shall not including be counted for the Executivepurpose of determining a majority of the membership of the Board if he is a Trustee at the time of such vote) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in was guilty of the conduct described set forth in subparagraph clause (i), (ii), (iii) or (iv) abovehereof, and specifying the particulars thereof in detail.

Cause. The Company may terminate For purposes hereof, “Cause” is defined as: (i) the conviction of the Executive by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony or entering the plea of nolo contendere to such crime by the Executive; (ii) the commission by the Executive of a material act of fraud upon Callon; (iii) the material misappropriation by the Executive of any funds or other property of Callon; (iv) the knowing engagement by the Executive without the written approval of the Board, in any material activity which directly competes with the business of Callon, or which would directly result in material injury to the business or reputation of Callon; (v)(1) a material breach by the Executive during the Executive’s employment at with Callon of any time for Cause. For purposes of this Agreementthe restrictive covenants set out in the Executive’s employment agreement with the Company, “Cause” shall mean if applicable, or (i2) the willful and continued failure material nonperformance of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries to Callon (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 reason of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutiesillness or incapacity), or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliatesand, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For for purposes of this provisionclause (v), no act or failure to act on the Executive’s part of the Executive shall be considered deemed “willful” unless it is done, done or omitted to be done, by the Executive not in bad good faith or and without his reasonable belief that the Executive’s act such action or omission was in the best interests interest of Callon, (vi) any breach of the Company. Any actExecutive’s fiduciary duties to Callon, including, without limitation, the duties of care, loyalty and obedience to the law; and (vii) the intentional failure of the Executive to comply with Xxxxxx’x Code of Business Conduct and Ethics, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive otherwise discharge his duties in good faith and in a manner that the Executive reasonably believes to be in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) aboveCallon, and specifying with the particulars thereof care an ordinarily prudent person in detaila like position would exercise under similar circumstances.

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

Cause. The Company may terminate this Agreement and the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the willful and continued failure part of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or ; (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) the any conviction of, or plea of a felony or entry of a guilty or nolo contendere plea by to, the Executive with respect thereto, or to a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of Sections 5(a) or 5(b) his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this Agreementparagraph. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is done, or omitted based and (B) to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests given within 90 days of the Company. Any act, ’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, based upon express authority given pursuant to the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a resolution duly adopted hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding confirming that, in its judgment, grounds for Cause on the good faith opinion basis of the Boardoriginal notice exist, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailhe shall thereupon be terminated for Cause.

Cause. The Thirty (30) days after written notice by the Company may terminate to the Executive’s employment at any time Executive of a termination for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company delivers notice of such termination for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure Company’s termination of the Executive to perform substantially the Executive’s duties employment with the Company or one any of its subsidiaries as a result of: (i) fraud, embezzlement or any willful act of material dishonesty by the Executive in connection with or relating to the Executive’s employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive in connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability of Executive to perform the Executive’s material duties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (vii) the Executive’s repeated insubordination, or refusal (other than any such failure resulting from incapacity due to as a result of a Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with Executive’s position with the Company; provided, that, for clauses (i) – (vii) above, the Company delivers written notice to Executive of the condition giving rise to Cause within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, the Executive being deemed an Unsuitable Person, as defined in that certain Amended and Restated Articles of Incorporation of the Company as in effect on the Effective Date (an “Unsuitable Person”), after a written demand for substantial performance is delivered shall not independently constitute Cause (but any circumstances giving rise to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious being deemed an Unsuitable Person shall constitute Cause to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive extent such circumstances are grounds provided in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph clauses (i), ) – (ii), (iii) or (ivvii) above, and specifying the particulars thereof in detail).

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

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

Cause. The Company Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of the Company employment: (the “Board”i) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a majority vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Bank or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act of Directors or omission a senior officer of the Bank, or based upon the advice of counsel for the Company Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been discharged for Cause “Cause” unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted certification by the affirmative vote Clerk of not less than two-thirds the Bank that a majority of the entire membership Board of Directors found in good faith that the Board (not including Executive was guilty of conduct which is deemed to be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive) after reasonable notice is , except as provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, for in the good faith opinion Section 6.2 of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthis Agreement.

Cause. The Company may terminate the Executive’s employment at any time for “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below). For “Cause” shall mean, for purposes of this Agreement: (a) Executive’s act of fraud, “Cause” shall mean dishonesty, misappropriation, or embezzlement with respect to the Company; (ib) the willful and continued failure Executive’s conviction of, or plea of guilty or no contest to, any felony; (c) Executive’s violation of the Company’s drug policy or anti-harassment policy; (d) Executive’s admission of liability of, or finding by a court or the US Securities and Exchange Commission (or a similar agency of any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure after reasonable prior written notice from the Company to comply with any valid and legal directive of the Board that is not remedied within thirty (30) days of Executive to perform substantially being provided written notice thereof from the Company or Executive’s willful gross negligence in performance, or willful non-performance, of any of Executive’s duties and responsibilities with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious respect to the Company or its affiliates, that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company; or (iiif) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect theretoother than as provided in clauses (a) through (e) above, or (iv) a Executive’s material breach of Sections 5(aany material provision of the employment agreement that is not remedied within thirty (30) or 5(b) days of this AgreementExecutive being provided written notice thereof. For Executive shall not have acted, and shall not be deemed for purposes of this provisionAgreement to have acted, no act or failure to act on the part of the Executive shall be considered in a “willful” unless it is donemanner if Executive acted, or omitted failed to act, in a manner that he believed in good faith to be donein, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

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

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

Cause. The Company may terminate the Executive’s 's employment at any time hereunder for Cause. For the purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder upon (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries (hereunder, other than any such failure resulting from the Executive's incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful Executive engaging by in the Executive in illegal conduct commission of fraud, embezzlement or gross misconduct that is materially and demonstrably injurious to theft against the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Executive: (x) a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board (not including excluding the Executive) at a meeting of the Board called and held for the purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph clause (i), (ii), (iii) or (ivii) aboveof the preceding sentence, and specifying the particulars thereof in detail, (y) an affidavit sworn to by the Secretary of the Company stating that such resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive) and that the Executive was found guilty of conduct set forth in clause (i) or (ii) of the preceding sentence specifying the particulars thereof in detail, and (z) a report with respect to such conduct from a firm of independent attorneys (other than general counsel for the Company) selected by a majority of the entire Board (excluding the Executive) and reasonably acceptable to the Executive, to the effect that the conduct of the Executive has been such as to permit the Board to terminate the Executive's employment for Cause within the meaning of the provisions of this subsection 6(b).

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

Cause. The Company may terminate your employment for Cause as provided below. Termination of your employment by the Executive’s employment at any time Company for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (iA) the willful Willful and continued failure of the Executive by you substantially to perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive ; (B) your Willful engagement by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliatesthe Bank; (C) your Willful material breach of a material written policy of the Company or the Bank; or (D) your conviction of, or (iii) the conviction plea of a felony or entry of a guilty or nolo contendere plea by the Executive with respect theretoto, (i) a felony or (ivii) a material breach crime involving moral turpitude or fraud involving the assets of Sections 5(a) the Company or 5(b) of this Agreementthe Bank. For purposes of this provisionparagraph, no act act, or failure to act act, on the your part of the Executive shall be considered “willfulWillful” unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive you in good faith and in the best interests interest of the Company. The cessation of employment Notwithstanding the foregoing, no event or condition described in the foregoing (A) through (C) shall constitute Cause unless (x) within ninety (90) days from the Board first acquiring actual knowledge of the Executive shall not be deemed to be for existence of the Cause unless and until condition, there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board you were guilty of conduct set forth above in the conduct described clauses (A) through (C) in subparagraph (i), (ii), (iii) or (iv) above, this paragraph and specifying the particulars thereof in detail; (y) such grounds for termination (if susceptible to correction) are not corrected by you within thirty (30) days of your receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, you have not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter); and (z) the Board terminates your employment with the Company and the Bank immediately following the expiration of such thirty (30)-day period. For purposes of the foregoing, any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Board’s assertion of Cause is valid.

Cause. The Company may terminate Chairman of the Executive’s employment at any time Board or the Board terminates Employee for Cause. For purposes of this Agreement, “the Chairman of the Board or the Board shall have "Cause” shall mean " to terminate Employee upon (i) the willful and continued failure of the Executive by Employee to perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from his incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive Employee by the Board of Directors Chairman of the Company (Board or the “Board”) or its representatives, Board which specifically identifies the manner in which the Chairman of the Board or the Board believes that the Executive Employee has not substantially performed the Executive’s his duties, or (ii) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionAgreement, no act act, or failure to act act, on the part of the Executive Employee shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s Employee's act or omission was in the best interests of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without (1) reasonable notice to Employee setting forth the Executive a copy of a resolution duly adopted by reason for the affirmative vote of not less than two-thirds Chairman of the entire membership of Board's or the Board 's intention to terminate for Cause, (not including the Executive2) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for Employee, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Chairman of the Board or the Board, and (3) delivery to Employee of a Notice of Termination, as defined below, from the Chairman of the Board or the Board finding that, that in the good faith opinion of the BoardChairman of the Board or the Board , the Executive has engaged in the Employee was guilty of conduct described in subparagraph (i), (ii), (iii) or (iv) set forth above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment hereunder at any time for Cause. For purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder upon (iA) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross willful misconduct that which is demonstrably and materially and demonstrably injurious to the Company or its affiliatesCompany, or (iiiB) the conviction of the Executive of a felony or entry of a guilty or nolo contendere plea by the Executive involving moral turpitude with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementall appeals related to such conviction having been exhausted. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests interest of the Company. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there the Company shall have been given or delivered to the Executive (i) reasonable notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) an opportunity for the Executive to cure any action alleged as the basis for termination under clause (A) above, (iii) a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including reasonable opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board, finding and (iv) a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph clauses (i), (ii), (iiiA) or (ivB) above, and specifying the particulars thereof in detail. Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to as a reasonable opportunity for the Executive to be heard.

Cause. The Termination by the Company may terminate the Executive’s employment at any time of your employ­ment for Cause. For purposes of this Agreement, “Cause” shall mean means termination by the Company of your employment upon (ia) the your willful and continued failure of the Executive to substantially perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive you by the Board of Directors Chief Executive Officer of the Company (or if you are the “Board”Chief Executive Officer, the Chairman of the Compensation Committee of the Board of Directors) or its representatives, which specifically that specifi­cally identifies the manner in which the Board Chief Executive Officer believes that the Executive has you have not substantially substan­tially performed the Executive’s your duties, or (iib) the willful your willfully engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionsubparagraph 4.1, no act act, or failure to act act, on the your part of the Executive shall will be considered “willful” unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any actNotwithstanding the above, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall you will not be deemed to be have been terminated for Cause unless and until there shall you have been delivered to the Executive given a copy of a resolution duly adopted by Notice of Termination from the affirmative vote of not less than two-thirds Chief Executive Officer of the entire membership Company (or if you are the Chief Executive Officer, the Chairman of the Compensation Committee of the Board (not including the Executive) of Directors), after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before (i) the BoardChief Executive Officer, or (ii) if you are an elected officer of the Company, the Board of Directors of the Company, finding that, that in the good faith opinion of the BoardChief Executive Officer, the Executive has engaged or, in the case of an elected officer, finding that in the good faith opinion of two-thirds of the Board of Directors, you committed the conduct described set forth above in subparagraph clauses (i), (ii), (iiia) or (ivb) aboveof this subparagraph 4.1, and specifying the particulars thereof of that finding in detail.

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

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

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean the following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the willful and continued Company or to an Affiliate; (ii) a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the Executive to perform substantially follow the Executive’s duties with the Company reasonable and lawful written instructions or one policies of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or of the Company (with respect to the “Board”) or its representatives, which specifically identifies services to be rendered and the manner in which the Board believes that the Executive has not substantially performed the of rendering such services by Executive’s duties, or ; (iiiv) the willful engaging by the failure of Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to render any material services to the Company or its affiliatesto an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) which failure amounts to a material breach neglect of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure duties to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed or to be donean Affiliate. Notwithstanding the foregoing, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of Executive’s employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there (A) reasonable notice shall have been delivered given to him setting forth in detail the Executive a copy of a resolution duly adopted by reasons for the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice Company’s intention to terminate for Cause, and if such Termination is provided pursuant to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) above and such breach or action is curable, only if Executive has been provided a period of thirty (30) days from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), (ii) or (iii) above, and specifying delivery shall have been made to Executive of a notice of Termination from the particulars thereof Board finding that in detailthe good faith opinion of a majority of the Board (excluding the Executive, if applicable) that the condition set forth in clause (i), (ii) or (iii) above has been satisfied.

Cause. The Company Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, together with her counsel, to be heard before the Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of the Company employment: (the “Board”i) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Bank or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act of Directors or omission a senior officer of the Bank, or based upon the advice of counsel for the Company Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been discharged for Cause “Cause” unless and until there shall have been delivered to the Executive her a copy of a resolution duly adopted certification by the affirmative vote Clerk of not less than the Bank that two-thirds (2/3) of the entire membership Board of Directors found in good faith that the Board (not including Executive was guilty of conduct which is deemed to be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive) after reasonable notice is , except as provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, for in the good faith opinion Section 6.2 of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthis Agreement.

Cause. The Immediately upon written notice by the Company may terminate to the Executive’s employment at any time Executive of a termination for Cause, provided that such notice is given within 90 days after the discovery of the Cause event by the Chairman of the Audit Committee of the Board or Chairman of the Compensation Committee of the Board. For purposes of this Agreement, “"Cause” " shall mean (i) the willful misconduct of the Executive with regard to the Company that is materially injurious to the Company, provided, however, that no act or failure to act on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; (ii) the willful and continued failure of the Executive to attempt to substantially perform substantially the Executive’s 's duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a ) which failure is not remedied within 15 business days of written demand for substantial performance is delivered to the Executive by the Board of Directors of notice from the Company (specifying the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, details thereof; or (iii) the conviction of a felony the Executive of (or entry of a guilty or nolo contendere plea the pleading by the Executive with respect theretoof nolo contendere to) any felony (other than traffic related offenses or as a result of vicarious liability). Notwithstanding the foregoing, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionfollowing the Distribution, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board without (not including the Executivei) after reasonable advance written notice is provided to the Executive not less than 14 days prior to the date of termination setting forth the Company's intention to consider terminating the Executive, including a statement of the date of termination and the Executive is given specific detailed basis for such consideration for Cause; (ii) an opportunity (of the Executive, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board, finding that, in Board during the good faith opinion 14 day period ending on the date of termination; (iii) a duly adopted resolution of the Board, after such opportunity, stating that in accordance with the provisions of the next to the last sentence of this Section 7(c), that the actions of the Executive has engaged in constituted Cause and the conduct described in subparagraph (i), (ii), (iii) or basis thereof; and (iv) above, a written determination provided by the Board setting forth the acts and specifying omissions that form the particulars thereof in detailbasis of such termination of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds majority of the members of the Board (other than the Executive). Any purported termination of employment of the Executive by the Company following the Distribution which does not meet each and every substantive and procedural requirement of this Section 7 shall be treated for all purposes under this Agreement as a termination of employment without Cause.

Cause. The Company may may, at any time and in its sole discretion, terminate the Executive’s 's employment at any time for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a "Termination Date") of such Termination Notice. For purposes of this Agreementhereof, “termination for "Cause” " shall mean (i) the willful and continued failure a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to perform substantially an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors or the Chief Executive Officer; (iv) the Executive’s duties with 's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by and/or Parent which the Board of Directors of the Company (the “Board”) or in its representativesreasonable discretion deems to be good and sufficient cause; provided, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious shall receive a Termination Notice with respect to the Company or its affiliates, or a termination for Cause pursuant to subsections (iii), (v) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or and/or (ivvi) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of hereof and the Executive shall be considered “willful” unless it is done, or omitted to be done, by have the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests thirty (30) days following his receipt of the Company. Any act, or failure Termination Notice to act, based upon express authority given pursuant cure the breach specified therein prior to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of his employment of the Executive shall not be deemed to be being terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailpursuant thereto.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (ia) the willful and continued failure of the Executive by you to substantially perform substantially the Executive’s your reasonably assigned duties with the Company or one of its subsidiaries consistent with those duties assigned to you prior to the Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness), ) which failure shall not have been corrected within thirty (30) days after a written demand for substantial performance is delivered to the Executive you by the Chairman of the Board of Directors or President of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board such executive believes that the Executive has you have not substantially performed the Executive’s your duties, or (iib) the willful engaging by the Executive you in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionparagraph 4.2, no act act, or failure to act act, on the your part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive you in knowing bad faith or and without reasonable belief that the Executive’s act your action or omission was in in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive you in good faith and in the best interests of the Companycorporation. The cessation of employment of Notwithstanding the Executive foregoing, you shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in Board you were guilty of the conduct described set forth above in subparagraph (i), (ii), (iiia) or (ivb) above, of this paragraph 4.2 and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean (i) Executive’s continued intentional failure or refusal to materially abide by the willful terms and continued failure conditions of the Executive to this Agreement or perform substantially the Executive’s assigned duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to as a result of total or partial mental or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the willful engaging by course of Executive’s employment with the Executive in illegal conduct Company; (iii) Executive’s conviction of, or gross misconduct plea of guilty or nolo contendere to a felony or a crime (other than a felony) that is materially and demonstrably injurious involves moral turpitude or a breach of trust or fiduciary duty owed to the Company or any of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or affiliates; (iv) a material breach of Sections 5(a) or 5(b) of the restrictive covenants in this Agreement. For purposes ; or (v) a material breach of this provisionthe Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or could reasonably be expected to, result in material harm to the Company, including reputational harm; provided that no act or failure to act act, on the part of the Executive shall Executive, will be considered “willful” or “intentional” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the Company. Any act, Company and its affiliates or failure to act, if done based upon express authority given pursuant to a resolution duly adopted by on the direction of the Board with respect to such act or omission or based upon the on advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of If an action or omission constituting Cause is curable, Executive may be terminated under such clauses only if Executive has not cured such action or omission within thirty (30) days following written notice thereof from the Company. Further, Executive shall not be deemed to be discharged for Cause unless and until there shall have been is delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority (or 75% if such higher threshold is applicable pursuant to Section 3(e)) of the entire membership of the Board Board, at a meeting called and duly held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)for Executive, to be heard before the Board), finding that, in the good faith opinion that Executive is guilty of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, set forth above and specifying the particulars thereof in detail.

Cause. The Company may terminate Termination by the Bank of the Executive’s 's employment at any time for "Cause. For purposes of this Agreement, “Cause” " shall mean termination upon (i) the willful and continued failure of the Executive Employee to observe or perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than by reason of illness, injury or incapacity) any such of the material terms or provisions of this Agreement; (ii) the failure resulting from incapacity due of Employee to physical or mental illness), after a written demand for substantial performance is delivered to comply fully with the Executive by lawful directives of the Board of Directors of the Company Bank (the “"Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or "); (iii) willful misconduct; (iv) material neglect of the business of the Bank; (v) conviction of a felony or entry other crime involving moral turpitude; (vi) misappropriation of funds; or (vii) habitual insobriety or drug addiction. In the case of a guilty or nolo contendere plea by termination for "cause," the Executive with respect thereto, or (iv) a material breach notice of Sections 5(a) or 5(b) termination shall specify the basis for the Bank's determination of this Agreement. For purposes of this provision, no "cause." Any act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in Executive's attention to matters not directly related to the best interests business of the CompanyBank shall not provide a basis for termination for Cause. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in was guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, set forth above and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” Cause shall mean mean: (i) any material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his duties and continued failure responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence or willful misconduct by the Executive in connection with the performance of his duties and responsibilities hereunder; (iv) the intoxication of Executive or Executive being under the influence of illegal or illegally obtained drugs during business hours or while on call, or Executive’s habitual drunkenness or addiction to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Executive of any (A) felony or (B) crime or act of moral turpitude; (vi) any action by the Executive that may materially impair or damage the reputation of the Executive to perform substantially the Executive’s duties with the Company or one Company; (vii) insubordinate disregard of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered lawful direction given to the Executive by the Board of Directors of Board; or (viii) significant failure or significant refusal to comply with the Company's policies and procedures. Except for a significant failure, material breach or significant refusal which by its nature cannot reasonably be expected to be cured, Executive shall have ten (10) calendar days after written notice thereof to Executive by the Company (the “Board”) or its representatives, within which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementcure any acts constituting Cause. For purposes of this provision, no No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act his action or omission was in the best interests of the Company. Any actA termination of Executive’s employment for Cause shall be effected in accordance with the following procedures. The Company shall give Executive Notice of Termination, or failure setting forth in reasonable detail the specific conduct of Executive that it considers to actconstitute Cause and the specific provision(s) of this Agreement on which it relies, based upon express authority given pursuant to a resolution duly adopted by and stating the date, time and place of the Board with respect to such act or omission or based upon the advice of counsel Meeting for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests Cause. The “Board Meeting for Cause” means a meeting of the Company. The cessation of employment of the Executive shall not be deemed to be Board at which Executive’s termination for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of will be considered, that takes place not less than two-thirds ten (10) and not more than twenty (20) business days after Executive receives the Notice of Termination. Executive shall be given an opportunity, together with counsel, to be heard at the Board Meeting for Cause. Executive’s termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a majority vote of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, stating that in the good faith opinion of the Board, the Executive has engaged conducted himself as described in the conduct described in subparagraph (i), (ii), (iii) or (iv) aboveNotice of Termination, and specifying the particulars thereof in detailthat such conduct constitutes Cause under this Agreement.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause, provided that the Notice of Termination is delivered to the Executive not more than 180 days after the discovery by the Company of the Cause event. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the conviction of, or pleading guilty to, a felony or crime involving moral turpitude, or (ii) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illnessillness which results in a Disability), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of regular outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) abovedescribed, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this AgreementSection 2, “"Cause” " shall mean termination of Executive's employment by Cricket: (i) the upon Executive's willful and continued failure of the Executive substantially to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries Cricket (other than any such failure resulting from Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company Cricket (the “"Cricket Board”) or its representatives"), which demand specifically identifies the manner in which the Cricket Board believes that the Executive has not substantially performed such duties, (ii) upon Executive's willful and continued failure substantially to follow and comply with the specific and lawful directives of the Cricket Board, as reasonably determined by the Cricket Board (other than any such failure resulting from Executive’s duties's incapacity due to physical or mental illness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Cricket Board, which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such directives, (iii) upon Executive's willful commission of an act of fraud or dishonesty resulting in material and demonstrable damage to Cricket, or (iiiv) the upon Executive's willful engaging by the Executive engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious damaging to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCricket. For purposes of this provisionSection 2(b), no act act, or failure to act act, on the Executive's part of the Executive shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive not in good faith and in faith. Notwithstanding the best interests of the Company. The cessation of foregoing, Executive's employment of the Executive shall not be deemed terminated for "Cause" pursuant to be for Cause this Section 2(b) unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Cricket Board at a meeting of the Cricket Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given Executive, an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)Executive's counsel, to be heard before the BoardCricket Board and a reasonable opportunity to cure (provided such conduct is capable of being cured)), finding that, in the Cricket Board's good faith opinion of the Boardopinion, the Executive has engaged in committed the conduct described set forth above in subparagraph (i), (ii), (iiithis Section 2(b) or (iv) above, and specifying the particulars thereof in reasonable detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean means, unless Executive fully corrects the circumstances constituting Cause (iprovided such circumstances are capable of correction) prior to the Date of Termination, (a) Executive’s willful and continued failure of the Executive to substantially perform substantially the Executive’s his duties with or services to the Company or one of its subsidiaries (other than any such failure resulting from Executive’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or services to the Company, (b) Executive’s duties, or (ii) willful and continued failure to substantially follow and comply with the willful engaging by specific and lawful directives of the Chief Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to Officer of the Company or its affiliatesthe Board, as reasonably determined by the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or services to the Company, (c) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, (d) Executive’s conviction of, or (iii) the conviction of a felony or entry by Executive of a guilty or nolo contendere no contest plea by to, the Executive with respect theretocommission of a felony involving moral turpitude, or (ive) a Executive’s breach of the non-competition or non-solicitation provisions of Section 6 or the non-disparagement provisions of Section 8 of this Agreement or any material breach of Sections 5(a) his confidential or 5(b) of this Agreementproprietary information obligations to the Company. For purposes of this provisionSection 1(b), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered deemed “willful” unless it is done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Executive’s consultancy for Cause arising under clause (e) above as a result of Executive’s breach of the non-competition provisions of Section 6 that is not willful, the Executive in bad faith or without reasonable belief that shall have at least 60 days to correct such breach following the Company’s notice of its intent to terminate Executive’s act or omission was in the best interests of the Company. Any actconsultancy for Cause, or failure during which time Executive shall be entitled to act, based upon express authority given pursuant present to a resolution duly adopted by the Board with respect to the assistance of his legal counsel the basis, if any, for his belief and conclusion that he has not breached such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twonon-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailcompetition provisions.

Cause. The Company may terminate For purposes hereof, “Cause” is defined as: (i) the conviction of the Executive by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony or entering the plea of nolo contendere to such crime by the Executive; (ii) the commission by the Executive of a material act of fraud upon Xxxxxx; (iii) the material misappropriation by the Executive of any funds or other property of Xxxxxx; (iv) the knowing engagement by the Executive without the written approval of the Board, in any material activity which directly competes with the business of Xxxxxx, or which would directly result in material injury to the business or reputation of Xxxxxx; (v)(1) a material breach by the Executive during the Executive’s employment at with Xxxxxx of any time for Cause. For purposes of this Agreementthe restrictive covenants set out in the Executive’s employment agreement with the Company, “Cause” shall mean if applicable, or (i2) the willful and continued failure material nonperformance of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries to Xxxxxx (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 reason of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutiesillness or incapacity), or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliatesand, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For for purposes of this provisionclause (v), no act or failure to act on the Executive’s part of the Executive shall be considered deemed “willful” unless it is done, done or omitted to be done, by the Executive not in bad good faith or and without his reasonable belief that the Executive’s act such action or omission was in the best interests interest of Xxxxxx, (vi) any breach of the Company. Any actExecutive’s fiduciary duties to Xxxxxx, including, without limitation, the duties of care, loyalty and obedience to the law; and (vii) the intentional failure of the Executive to comply with Xxxxxx’x Code of Business Conduct and Ethics, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive otherwise discharge his duties in good faith and in a manner that the Executive reasonably believes to be in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) aboveXxxxxx, and specifying with the particulars thereof care an ordinarily prudent person in detaila like position would exercise under similar circumstances.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, term “Cause” shall mean shall mean that the Board, acting in good faith based upon the information then known to the Company, determines that Executive has (iA) the engaged in or committed willful and continued failure of the Executive misconduct; (B) engaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), for a 30-day period after a written demand for substantial performance that refers to this definition and is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which Apria that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s duties, ; (D) refused or (ii) the willful engaging demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or investigation by the Executive Company or its Subsidiaries or provide testimony therein (other than such failure resulting from Executive’s disability); (E) engaged in illegal conduct or gross misconduct committed insubordination; (F) engaged in or committed any willful act that is materially likely to and demonstrably injurious which does in fact have the effect of injuring the reputation or business of the Company or its Subsidiaries; (G) willfully violated the Executive’s fiduciary duty or the Executive’s duty of loyalty to the Company or its affiliates, Subsidiaries or the Code of Ethical Business Conduct of the Company or its Subsidiaries in any material respect; (H) used alcohol or drugs (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of the Executive’s duties hereunder or which has the effect of materially injuring the reputation or business of the Company or its Subsidiaries; or (iiiI) the conviction of a felony engaged in or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) committed a material breach of Sections 5(athis Agreement (including any beach of the provisions of Appendix A) for a 30-day period after written notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or 5(b) of this Agreementany other employment agreement. For purposes of the foregoing sentence of this provisionparagraph, no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” willful unless it is done, done or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time hereunder ----- for Cause"cause" upon not less than five days prior written notice of such termination. For purposes of this Agreement, “Cause” the Company shall mean have "cause" to terminate the Executive's employment hereunder upon (iA) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or the removal of the Executive's office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed his duties (the Executive’s duties"Three Day Period"), or (ii) in the willful engaging by event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive in illegal conduct or gross misconduct that is materially promptly commences and demonstrably injurious to thereafter diligently prosecutes the Company or its affiliatescure thereof, or (iiiB) the Executive's conviction of a felony any criminal act or entry of a guilty or nolo contendere plea by the Executive fraud with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of Executive's employment of the Executive shall may not be deemed to be terminated for Cause cause unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds 80 percent of the entire membership Board of Directors at a meeting of the Board (not including the Executive) after reasonable notice is provided to of which the Executive was given at least 20 days prior written notice and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in the conduct not substantially performed his duties (which failure shall be described in subparagraph (i), detail) and such failure has not been cured within the period described in (ii), (iii) or (iv) above. In addition, the Company shall not have cause to terminate the Executive's employment hereunder as a result of any event occurring prior to the date hereof and specifying previously disclosed to the particulars thereof in detailCompany. The burden of establishing cause shall be upon the Company.

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

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of by the Executive to perform substantially the Executive’s material responsibilities and duties with toward the Company or one of its subsidiaries (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal willful or reckless conduct or gross misconduct that is materially and demonstrably injurious to the Company monetarily or its affiliatesotherwise, or (iii) the conviction of a felony or entry the Executive of a guilty felony, (iv) the commission or nolo contendere plea omission of any act by the Executive with respect thereto, or (iv) a material breach that is materially inimical to the best interests of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act the Company and that constitutes on the part of the Executive shall be considered “willful” unless it is donecommon law fraud or malfeasance, misfeasance, or omitted to be donenonfeasance of duty; provided, by the Executive in bad faith or without reasonable belief however, that Cause shall not include the Executive’s act lack of professional qualifications, or omission was in (v) the best interests Executive’s violation of any of the Companyterms of this Agreement, including, without limitation, Section 6(b) and (c). Any For purposes of this Agreement, an act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by on the Board with respect to such act or omission or based upon the advice of counsel for the Company Executive’s part shall be conclusively presumed to be considered “willful” or “reckless” only if done, or omitted to be doneomitted, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests interest of the Company. The cessation of Executive’s employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there the Company shall have been given or delivered to the Executive a copy of a resolution duly adopted by (A) reasonable notice setting forth the affirmative vote of not less than two-thirds of reasons for the entire membership of the Board (not including Company’s intention to terminate the Executive’s employment for Cause, (B) a reasonable opportunity, at any time during the 30-day period after reasonable notice is provided to the Executive and Executive’s receipt of such notice, for the Executive is given an opportunity (Executive, together with separate counsel if the Board requests its counsel to be present)Executive’s counsel, to be heard before the Board, finding and (C) a Notice of Termination (as defined in Section 4 below) stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive has engaged in was guilty of the conduct described set forth in subparagraph clauses (i), (ii), (iii) ), or (iv) above, and specifying of the particulars thereof in detailfirst sentence of this Section 3(c).

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries Group (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, ; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company who is a member of the Company’s executive management committee or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.. 6

Cause. The Company Company, acting pursuant to a resolution adopted by the Required Board Majority, may terminate the Executive’s 's employment at any time for during the Employment Period with or without Cause. For purposes of this Agreement, “"Cause” " shall mean the Company's termination pursuant to a resolution adopted by the Required Board Majority of the Executive's employment for any of the following: (i) the willful Executive's final conviction of a felony crime against the Company involving moral turpitude or (ii) the Executive's deliberate and continued intentional continuing failure to substantially perform his duties and responsibilities hereunder (except by reason of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from 's incapacity due to physical or mental illness), illness or injury) for a period of 45 days after the Required Board Majority has delivered to the Executive a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, hereunder which specifically identifies the manner in which bases for the Required Board believes Majority's determination that the Executive has not substantially performed his duties and responsibilities hereunder (that 45-day period being the Executive’s duties"Grace Period"); provided, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For for purposes of this provisionclause (ii), no act or the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the New Parent Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, to appear and to be heard, the Required Board Majority shall adopt a written resolution that (1) sets forth the Required Board Majority's determination that the failure to act on the part of the Executive shall be considered “willful” unless it is doneto substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity due to physical or mental illness or injury) continued past the Grace Period and (2) specifically identifies the bases for that determination, or omitted to be doneand (B) the Company, by at the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests written direction of the Company. Any actRequired Board Majority, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered deliver to the Executive a Notice of Termination for Cause to which a copy of a resolution duly adopted that resolution, certified as being true and correct by the affirmative vote of not less than two-thirds secretary or any assistant secretary of the entire membership of the Board (not including the Executive) after reasonable notice Company, is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailattached.

Cause. The Company may terminate term "Cause" shall mean termination of the Executive’s 's employment at because of the Executive's (i) personal dishonesty; (ii) material incompetence; (iii) willful misconduct; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) willful violation of any time for Causelaw, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order; or (vii) material breach of any material provision of this Agreement. In determining material incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionsubsection, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s act action or omission was in the best interests of the CompanyCompany or its affiliates. Any actExecutive shall be entitled to thirty (30) days' prior written notice (the "Notice of Termination") of the Bank's intention to terminate Executive's employment for Cause, and such Notice of Termination shall specify the grounds for such termination, afford the Executive a reasonable opportunity to cure any conduct or failure act (if curable) alleged as grounds for such termination; provide the Executive with a reasonable opportunity to act, based upon express authority given pursuant present to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests Directors of the Company, together with counsel, the Executive's position regarding any dispute relating to the existence of such Cause. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board at a meeting of the Board called and held for that purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be presentExecutive), to be heard before the Board, finding that, that in the good faith opinion of the Board, the Executive has engaged in the was guilty of conduct described in subparagraph (i), (ii), (iii) or (iv) above, justifying termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the Company or any subsidiary thereof, shall become null and void effective upon Executive's Date of Termination for Cause.

Cause. The Company may Holdings shall be entitled to terminate the Executive’s 's employment at any time for "Cause" without prior written notice. For purposes of this Agreement, “"Cause” " shall mean mean: (i) wrongful misappropriation of Holdings' or any of its Subsidiaries' assets of a material value; (ii) alcoholism or drug addiction, any of which materially impairs the willful and continued failure ability of the Executive to perform substantially the Executive’s his duties with the Company and responsibilities hereunder or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably seriously injurious to the Company or business of Holdings and its affiliates, or Subsidiaries; (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect theretoof, or pleading "guilty" or "no contest" to, a felony; (iv) intentionally causing Holdings or any of its Subsidiaries to violate a material local state or federal law in any material respect; (v) gross negligence or willful misconduct in the conduct or management of Holdings and its Subsidiaries not remedied within thirty (30) days after receipt of written notice from Holdings which materially affects Holdings or any of its Subsidiaries; (vi) willful refusal to comply with any significant, lawful and proper policy, directive or decision of the Board in furtherance of a legitimate business purpose or willful refusal to perform the duties reasonably assigned to Executive by the Board consistent with Executive's functions, duties and responsibilities set forth in Section 2, in each case, in any material respect, and only if not remedied within thirty (30) days after receipt of written notice from Holdings; or (vii) breach of Sections 5(a) or 5(b) by Executive of this Agreement, in any material respect, not remedied within thirty (30) days after receipt of written notice from Holdings. For purposes In the event of this provisiona termination "with Cause" pursuant to the provisions of clauses (i) through (vii) above, no act or failure to act on the part of the inclusive, Executive shall be considered “willful” unless it is doneentitled to no severance or other termination benefits, or omitted to be done, by the Executive except as provided in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be presentSection 9(a), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

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

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.. <PAGE 4> (c)

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. acting in good faith based upon the information then known to the Company, determines that the Executive has (i) the engaged in or committed willful and continued failure of the Executive misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s duties, disability); (v) engaged in or committed insubordination; (iivi) engaged in or committed any willful act that is likely to and which does in fact have the willful engaging effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in illegal conduct or gross misconduct that is a manner which materially and demonstrably injurious to repeatedly interferes with the Company performance of his duties hereunder or its affiliates, which has the effect of materially injuring the reputation or business of the Company; or (iiixi) the conviction of engaged in or committed a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) any term of this Agreement. For purposes of the above clauses (i) and (vi) of this provisionSection 3(d), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” willful unless it is done, done or omitted to be done, by the Executive in bad faith or him without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without delivery to the Executive a copy of a resolution duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Company’s Chief Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding Officer stating that, in the good faith opinion of the Boardofficer signing such notice, the Executive has engaged in or committed conduct of the conduct nature described above in subparagraph (ithe second sentence of this Section 3(d), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, the term “Cause” shall mean mean: (i) the willful and continued failure of the Executive substantially to perform substantially the Executive’s duties with the Company or one of its subsidiaries under this Agreement (other than any such failure resulting from incapacity due to as a result of physical or mental illnessillness or injury), after the Board delivers to the Executive a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or ; (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or Company; and (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of any of the obligations under Sections 5(a) 8, 9 and 10 or 5(b) any of this Agreementthe representations and covenants contained in Section 12 hereof. For purposes of this provision, no Any act or failure to act on the part of the Executive shall be considered “willful” unless it that is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act Board, or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be doneCompany, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for constitute Cause. Cause shall not exist unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable but in no event less than thirty (30) days’ notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in was guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, set forth above and specifying the particulars thereof in detail. This Section 4(c) shall not prevent the Executive from challenging in any court of competent jurisdiction the Board’s determination that Cause exists or that the Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination.

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

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

Cause. The Company may terminate the Executive’s 's employment at any time ------ hereunder for Cause"cause" upon not less than five days prior written notice of such termination. For purposes of this Agreement, “Cause” the Company shall mean have "cause" to terminate the Executive's employment hereunder upon (iA) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or the removal of the Executive's office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed his duties (the Executive’s duties"Three Day Period"), or (ii) in the willful engaging by event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive in illegal conduct or gross misconduct that is materially promptly commences and demonstrably injurious to thereafter diligently prosecutes the Company or its affiliatescure thereof, or (iiiB) the Executive's conviction of a felony any criminal act or entry of a guilty or nolo contendere plea by the Executive fraud with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of Executive's employment of the Executive shall may not be deemed to be terminated for Cause cause unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds 80 percent of the entire membership Board of Directors at a meeting of the Board (not including the Executive) after reasonable notice is provided to of which the Executive was given at least 20 days prior written notice and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in the conduct not substantially performed his duties (which failure shall be described in subparagraph (i), detail) and such failure has not been cured within the period described in (ii), (iii) or (iv) above. In addition, the Company shall not have cause to terminate the Executive's employment hereunder as a result of any event occurring prior to the date hereof and specifying previously disclosed to the particulars thereof in detailCompany. The burden of establishing cause shall be upon the Company.