Common use of Cause Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cause. The Company may shall have the right to terminate EmployeeExecutive's employment hereunder for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate EmployeeExecutive's employment hereunder upon the occurrence of any of the following upon: (i) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (ii) Executive's willful and continued failure by Employee to use reasonable best efforts to substantially and materially perform his duties or obligations hereunder (other than any such failure resulting from EmployeeExecutive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d), ) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Employee Executive has not used reasonable best efforts to substantially performed and materially perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, duties; (iii) Executive's willful misconduct (including, but not limited to, a willful breach of the conviction provisions of Employee of Section 11) that is materially economically injurious to the Company or to any felony entity in control of, controlled by or under common control with the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or Company ("Affiliate"); (iv) the breach by Employee of a term or condition Executive's material failure to comply with Executive's obligations under Section 3(b) of this Agreement, but excluding inadvertent or inconsequential failures unless they are of a recurring nature, after the Company (A) delivers to Executive a written notice specifically identifying the manner in which the Company believes Executive has materially failed to comply with Executive's obligations under Section 3(b) and (B) provides Executive a reasonable opportunity (not to exceed fifteen (15) days) to cure such failure or to commence such cure (if such failure cannot be cured with in such fifteen (15)-day period); provided, that Executive diligently prosecutes such cure thereafter; or (v) Any termination of the employment of Xxxx Xxxxx by the Company for Cause pursuant to Xxxx Xxxxx'x employment agreement with the Company. For purposes of this paragraphSection 6(c), no act, or failure to act, on Employee's part by Executive shall be considered "willful" unless done, or omitted to be done, by him not it is committed in good bad faith and without a reasonable belief that his action the act or omission was in the best interest interests of the Company. Notwithstanding Company or any Affiliates thereof; provided, however, that the foregoing, Employee willful requirement outlined in paragraphs (ii) or (iii) above shall not be deemed to have been terminated satisfied if the Executive's action or non-action continues for Cause without more than ten (10) days after Executive has received written notice of the following inappropriate action or non-action, or, after it has ceased, it is thereafter recommenced or repeated or, if such action or non-action cannot be cured within such ten (i) reasonable notice 10)-day period, Executive shall not have begun to Employee setting forth the reasons for the Company's intention cure such action or non-action within such ten (10)-day period and shall not continue to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)diligently prosecute such cure thereafter.

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause". For purposes of this Agreement, the Company shall have A termination for "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (i) the willful and continued failure Executive's conviction to, plea of no contest to, plea of nolo contendere to, or imposition of unadjudicated probation for any felony (other than a traffic offense that does not result in incarceration), (ii) the Executive's having been the subject of any order, judicial or administrative, obtained or issued by Employee the Securities Exchange Commission, for any securities violation involving fraud or intentional misconduct, including, for example, any such order consented to by the Executive in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied, (iii) a material breach by the Executive of this Agreement; or (iv) the Board in good faith determines that the Executive (A) willfully failed to substantially perform his duties and obligations to the Company or obligations hereunder willfully failed to carry out, or comply with, any reasonable and lawful directive of the Board consistent with the terms of this Agreement (other than any such a failure resulting from Employeethe Executive's incapacity due to physical or mental illness)) which, if it is the first instance of such conduct, is not cured within thirty (30) days after a written notice of demand for substantial performance is has been delivered by to the Company that specifically identifies Executive specifying the manner in which the Company believes Employee Executive has not substantially performed his duties or obligationsfailed to perform (and, if it is any instance of such conduct after the first instance thereof and opportunity to cure, then no such opportunity to cure need be provided with respect to such conduct), (iiB) willfully engaged in conduct which is demonstrably and materially injurious to the willful engaging by Employee in misconduct whichCompany or any of its Subsidiaries, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeotherwise, or (C) committed a willful breach of fiduciary duty or an act of fraud, embezzlement, or misappropriation against the Company or any of its Subsidiaries; provided, however, that no termination of the Executive's employment shall be for Cause as set forth in clause (iv) above until (y) there shall have been delivered to the breach by Employee Executive a copy of a term or condition written notice setting forth that the Executive was guilty of this Agreementthe conduct set forth in clause (iv) and specifying the particulars thereof in detail, and (z) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's counsel if the Executive so desires). For purposes of this paragraph, no No act, or nor failure to act, on Employeethe Executive's part part, shall be considered "willful" unless donehe has acted or failed to act, or omitted to be done, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to take action was in the best interest interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder for “Cause. For purposes of this Agreement, ” shall mean the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the willful and continued failure by Employee to substantially perform his duties Company, any Affiliate, or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by member of the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, Partnership Group; (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee Executive (or a plea of any felony guilty or the entry by Employee of any a plea of nolo contendere in response lieu thereof) by a court of competent jurisdiction for any felony or, with respect to an indictment his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; (iv) the breach by Employee willful failure of a term or condition of this Agreement. For purposes of this paragraphExecutive to render any material services to the Company, no actany Affiliate, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest any member of the CompanyPartnership Group in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or such other entity. Notwithstanding the foregoing, Employee Executive’s employment shall not be deemed to have been terminated for Cause without the following unless (iA) reasonable notice shall have been given to Employee him setting forth in detail the reasons for the Company's ’s intention to terminate for Cause, and if such Termination is pursuant to clause (iii), (iii) or (iv) above and such breach or action is curable, only if Executive has been provided a period of thirty (30) days from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for Employee, together with his counsel, the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), and (ii) or (iii) above, delivery shall have been made to Employee Executive of a Notice notice of Termination from the Board finding that in accordance with Section 9(dthe good faith opinion of a majority of the Board (excluding the Executive, if applicable) that the condition set forth in clause (i), (ii) or (iii) above has been satisfied.

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

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes Notwithstanding the terms of this Agreement, Employer may discharge Employee and terminate this Agreement in the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following event that (i) the willful and continued failure by Employee shall continually fail substantially to substantially perform his duties or obligations hereunder (with reasonable diligence, other than by reason of incapacity, or shall violate any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed material covenant of his duties or obligationsherein contained, (ii) the willful engaging by Employee shall engage in misconduct whichan act of fraud, theft or embezzlement in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companyconnection with his employment hereunder, (iii) Employee shall engage in a material act or omission involving wilful misconduct or gross negligence in the conviction performance of Employee's duties, (iv) Employee shall engage in a material act of any dishonesty, (v) Employee shall unreasonably refuse to carry out the lawful order of Employer commensurate with Employee's duties to be performed hereunder or (vi) Employee shall be convicted of a felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (which shall include any felony relating to drugs) or shall plead nolo contendere (ivor make an equivalent plea) the breach by Employee of a term in respect of, any governmental indictment, complaint or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyother formal allegation. Notwithstanding the foregoingforegoing to the contrary, prior to discharging Employee shall not be deemed pursuant to have been terminated for Cause without the following clauses (i) or (v) of the immediately preceding sentence, Employer shall give Employee ten (10) days' prior written notice of any breach or failure and a reasonable opportunity to cure any such breach or failure, or cease violating any covenant contained herein, to the extent curable or ceasable; provided, however, that no notice shall be required to be given in the event such breach, failure or violation is not curable or ceasable. In the event Employee is discharged pursuant to this Section 9, except as otherwise set forth herein, employee's Base Salary and Bonus under Section 4 hereof and all benefits under Section 5 hereof shall terminate immediately upon such discharge (subject to applicable law such as COBRA), and Employer shall have no further obligation to Employee setting forth except the reasons for the Company's intention payment to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery reimbursement to Employee of a Notice of Termination in accordance with Section 9(d)for any monies due to Employee which right to payment or reimbursement accrued prior to such discharge.

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

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

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

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

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

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following shall mean (ia) the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), illness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after written demand for substantial performance is delivered to you by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee has that you have not substantially performed his duties your duties, or obligations, (iib) the willful engaging by Employee you in misconduct which, in the reasonable opinion of the Board of conduct which is demonstrably and materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementotherwise. For purposes of this paragraphSection 3(C), no act, or failure to act, on Employee's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that, in the good faith opinion of the Board you were guilty of conduct set forth above in this Section 3(C) and (iii) delivery specifying the particulars thereof. Any termination of your employment by the Company or any of its subsidiaries or by you shall be made by written notice of termination to Employee the other party. Such "Notice of Termination" shall mean a written document specifying the provision in this Agreement being relied upon and setting forth a summary of the facts and circumstances which provide the basis for termination of your employment. The "Date of Termination" shall be the date upon which the Notice of Termination in accordance with Section 9(d)is given.

Cause. The Company may terminate Employee's employment hereunder this Agreement, at any time, for Cause“cause”. For purposes of this the Agreement, Employee’s employment may be terminated for “cause” if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in accordance with Section 1.2; or (d) is convicted of a felony or is involved in substance abuse; provided, however, that “cause” shall not include bad judgment or any act or omission reasonably believed by Employee in good faith to have been in or not opposed to the best interests of the Company, and provided further, however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee’s employment for cause, which written notice shall specify the act or acts on the basis of which the Company intends so to terminate Employee’s employment, and Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts. If the basis of such written notice is an act or acts other than an act or acts described in clause (d) of the preceding sentence, Employee will be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) or to cure the harm giving rise to such written notice and, upon failure of Employee within such seven (7) day period to cease or correct same, Employee’s employment by the Company shall have "Cause" automatically terminate hereunder for cause. If Employee ceases or cures to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on Employee’s employment agreement shall continue in accordance with the reputation, operations, prospects terms hereof. Upon any such termination or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoingremoval, Employee shall not be deemed entitled to have been terminated receive Base Salary under Section 1.4, incentive compensation under Section 1.6 and all other benefits and compensation as described herein for Cause without the following a period of twelve (i12) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)months thereafter.

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

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

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

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

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

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

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

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

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

Cause. The Company may terminate EmployeeExecutive's employment hereunder may be terminated by the Company for Cause. For purposes of this Agreement, the Company shall will have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following upon: (i) the Executive's indictment for any crime involving monies or other property or any felony, crime or any offense of moral turpitude, or his commission of fraud, embezzlement, theft, dishonesty, willful and continued misconduct or deliberate injury to the Company or its subsidiaries; (ii) the Executive's intentional or grossly negligent refusal or failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board carry out written directions of the Company's chief executive officer or Board, will which refusal or failure remains uncured or continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; (iii) the Executive's breach of any of his fiduciary duties to Newco or the Company or making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably be expected to have a material adverse effect on Newco's or the reputation, operations, prospects Company's business and which remains uncured or business relations continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of the Company, (iii) the conviction of Employee of any felony breach or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudemisrepresentation or omission, or recurs within such period; (iv) the Executive's breach by Employee of a term or condition any material provision of this Agreement. For purposes , which breach, if curable, remains uncured or continues more than thirty (30) days after written notice from the Company specifying in reasonable detail the nature of this paragraph, no actthe breach, or failure to act, on Employee's part shall be considered "willful" unless done, recurs within such period; or (v) any misappropriation by the Executive of funds or omitted to be done, by him not in good faith and without reasonable belief that his action property of the Company or omission was in the best interest any affiliate of the Company. Notwithstanding the foregoing, Employee shall Any termination for "Cause" will not be deemed to in limitation of any other right or remedy the Company or Newco may have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)under this Agreement or otherwise.

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

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

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

Cause. The Company Athersys may terminate Employee's ’s employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company shall Athersys will have "“Cause" ” to terminate Employee's ’s employment hereunder upon the occurrence of any of the following under this Agreement upon: (i) the The willful and continued failure by Employee continuous neglect or willful and continuous refusal to substantially perform his Employee’s duties or obligations hereunder responsibilities under this Agreement which continues for a period of at least thirty (30) days after being brought to the attention of Employee in writing (other than any such failure resulting from Employee's ’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in paragraph (e) of this Section 4) by Employee for Good Reason (as defined in paragraph (d) of this Section 4), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, ); or (ii) the The willful engaging act, willful failure to act or willful misconduct by Employee in misconduct which, in which is materially and manifestly injurious to Athersys and which is brought to the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction attention of Employee in writing not more than thirty (30) days from the date of any felony its discovery by Athersys or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementBoard. For purposes of this paragraphparagraph (c), no act, or failure to act, on Employee's ’s part shall will be considered "“willful" ” unless done, or omitted to be done, by him him/her not in good faith and or without reasonable belief that his her action or omission was in the best interest of the CompanyAthersys. Notwithstanding the foregoing, Employee shall will not be deemed to have been terminated for Cause without the following (i1) reasonable written notice to Employee setting forth specifying in detail the specific reasons for the Company's Athersys’ intention to terminate for Cause, (ii2) an opportunity for Employee, together with his her counsel, to be heard before the Board, and (iii3) delivery to Employee of a Notice of Termination Termination, as defined in accordance with paragraph (e) of this Section 9(d)4, approved by the affirmative vote of not less than a majority of the entire membership of the Board finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth in clause (i) or (ii) above.

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

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon only in the occurrence event of any of the following (il) the willful and continued failure by the Employee to t" substantially perform his duties or obligations hereunder (other than any such failure resulting from the Employee's incapacity due inability to perform such duties as a result of physical or mental illnessillness or incapacity or any such actual or anticipated failure after the delivery of a Notice of Termination, as defined in Section 7(c), after by the Employee for Good Reason, as defined in Section 7(dX2)), AFTER delivery to the Employee of a written demand for substantial performance is delivered by the Company that specifically identifies the manner in which WHICH the Company believes that the Employee has not substantially performed his duties or obligationsand a reasonable opportunity to cure; (2) willful misconduct by the Employee that causes substantial and material injury to the business and operations of the Company, (ii) the willful engaging by Employee in misconduct continuation of which, in the reasonable opinion judgment of the Board Board, will continue to substantially and materially injure the business and operations of the Company, will have a material adverse effect on Company in the reputation, operations, prospects future; or business relations (3) conviction of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementfelony. For purposes of this paragraph, no act, No act or failure to act, on Employee's part act shall be considered "willful" for this purpose unless done, or omitted to be done, by him not the Employee other than in good faith and without other than with a reasonable belief that his action or omission was in the best interest interests of the Company. Notwithstanding the foregoing, The Employee shall not be deemed to have been terminated for Cause without unless the following Employee shall have been provided with (i) a reasonable notice to Employee setting forth the reasons that the Company believes constitute Cause for the Company's intention to terminate for Cause, termination of his employment; (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination as defined in accordance with Section 9(d7(e), from the Board finding that, in the reasonable good faith opinion of the Board1 Cause for the termination exists and specifying the particulars thereof in reasonable detail. In the event that the Employee's employment has been terminated by the Company for Cause and the Employee disputes in good faith whether such Cause has occurred, the Company shall continue to make to the employee the payments contemplated by this Agreement as if his employment had not been terminated upon the Company's receipt of a written undertaking by the Employee to repay to the Company any amounts to which it is ultimately determined that he was not entitled under this Agreement.

Cause. The Company may terminate the Employee's ’s employment hereunder at any time during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean (1) a breach by the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any Employee of the following (iEmployee’s obligations under Section 2(a) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illnessincapacity) which constitutes nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board (which may, in its sole discretion, give the Employee notice of, and the opportunity to remedy, such breach), after demand for substantial performance is delivered (2) commission by the Company that specifically identifies the manner in which Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company believes Employee has not substantially performed his duties or obligationsany of its affiliates or other conduct harmful or potentially harmful to the Company’s or any of its affiliate’s best interest, as reasonably determined by a majority of the members of the Board, (ii3) a material breach by the Employee of Sections 6, 7, 8, 9 or 10 of this Agreement, (4) the willful engaging by Employee in misconduct whichEmployee’s conviction, in the reasonable opinion plea of the Board of the Companyno contest or nolo contendere, will have a material adverse effect on the reputation, operations, prospects deferred adjudication or business relations of the Company, (iii) the conviction of Employee of unadjudicated probation for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, (5) the failure of the Employee to carry out, or comply with, in any material respect, any lawful directive of the Board (which the Board, in its sole discretion, may give the Employee notice of, and an opportunity to remedy), or (iv6) the breach by Employee Employee’s unlawful use (including being under the influence) or possession of a term or condition of this Agreementillegal drugs. For purposes of this paragraphthe previous sentence, no act, act or failure to act, act on the Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him the Employee not in good faith and without reasonable belief that his the Employee’s action or omission was in the best interest of the Company. Notwithstanding For purposes of this Agreement, “without Cause” shall mean a termination by the foregoing, Employee shall not be deemed to have been terminated for Cause without Company of the following (i) reasonable notice to Employee setting forth Employee’s employment during the reasons for Employment Period at the Company's intention to terminate ’s sole discretion for any reason other than a termination based upon Cause, (ii) an opportunity for death or Disability; provided that “without Cause” does not include termination of this Agreement and the Employee, together with his counsel, ’s employment pursuant to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d1(b).

Cause. The Company may may, at its option, exercised by notice to Exxxxxxx, terminate Employee's employment this engagement for “cause” (as hereinafter defined) when cause exists, which notice will include a statement of the anticipated date of termination and a detailed basis for such termination for cause. In the event of termination for cause, the Company shall have no further obligations to Exxxxxxx hereunder except for Causepayment of a pro rated portion of his Base Pay through the date of termination (if accrued but unpaid). For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following term “cause” means (i) the any felony criminal conviction of Exxxxxxx; (ii) any willful and continued failure by Employee of Exxxxxxx to substantially perform his duties or obligations hereunder (other than any such as a result of Exxxxxxx’x disability) which failure resulting from Employee's incapacity due to physical or mental illness), continues for more than ten business days after a written demand for substantial performance is delivered to Exxxxxxx by the Company that Board of Directors, which demand specifically identifies the manner alleged failure to perform; (iii) a willful act of fraud or dishonesty by Exxxxxxx in which the Company believes Employee has not substantially performed performance of his duties or obligations, (ii) that has an impact on the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board financial reporting of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, ; or (iv) the a material breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyprovisions of Section 5.1. Notwithstanding anything herein to the foregoingcontrary, Employee Exxxxxxx shall not be deemed to have been terminated for Cause cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employeehim, together with his counsel, to be heard before the BoardBoard of Directors during the ten business day period preceding the anticipated date of termination. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Exxxxxxx in good faith and (iii) delivery to Employee in the best interests of the Company and shall not be a Notice of Termination in accordance with Section 9(d)basis for a termination for cause.

Cause. The Company may terminate Employeethe Executive's employment ------ hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee the Executive to substantially perform his her duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 7(e), by the Executive for Good Reason, as defined in Section 7(d)(ii)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsher duties, (ii) the willful engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of which is materially injurious to the Company, will have a material adverse effect on the reputationmonetarily or otherwise (including, operationsbut not limited to, prospects conduct that constitutes Competitive Activity, as defined in Section 10), or business relations of the Company, (iii) the Executive's conviction of Employee of any a felony or the entry by Employee entering of any a plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementfelony charge. For purposes of --------------- this paragraphSection 7(c), no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall the Executive may not be deemed to have been terminated for Cause without the following pursuant to clause (i) or (ii) above without (1) reasonable notice in writing from the Board to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his her counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of three-quarters (3/4) of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) 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 9(d7(c).

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

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

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

Cause. The Company may terminate EmployeeSubject to the notification provisions of Section 7(f) below, Executive's employment hereunder may be terminated by the Company for Cause. For purposes of this Agreement, the Company shall have term "Cause" shall be limited to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued misconduct or gross negligence of Executive which has a material adverse effect on the Company or its affiliates; (ii) the willful refusal of Executive to attempt to follow the proper written direction of the CEO or Board; (iii) the willful failure by Employee the Executive to substantially attempt in good faith to perform his the duties or obligations required of him hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Company that Board which specifically identifies the manner in which it is believed that the Company believes Employee Executive has not substantially performed failed to attempt to perform his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or hereunder; (iv) the breach by Employee Executive being convicted of a term felony or condition any crime involving dishonesty, fraud or moral turpitude; (v) the Executive's theft, fraud, dishonesty or knowing breach of fiduciary duty with regard to the Company or performance of his duties hereunder; or (vi) the Executive's breach of this AgreementAgreement unless corrected by Executive within ten (10) days of the Company's written notification to Executive of such breach. For purposes of this paragraph, no act, or failure to act, on EmployeeExecutive's part shall be considered "willful" unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interest interests of the Company. Notwithstanding A notice by the foregoing, Employee Company of a non-renewal of the Employment Term pursuant to Section 1 hereof shall not be deemed to have been terminated for an involuntary termination of Executive by the Company without Cause without as of the following (i) reasonable notice to Employee setting forth end of the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)then Employment Term.

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

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

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

Cause. The Company may terminate Employee's employment hereunder for Cause. For purposes of this Agreement, Termination by the Company shall have of your employment for "Cause" to terminate Employee's employment hereunder upon the occurrence of shall mean termination for any of the following reasons: (i) the willful and continued failure by Employee you to perform substantially perform his your duties or obligations hereunder with the Company (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), ) after demand for substantial performance is delivered to you by the Company that Chairman of the Board or the CEO of the Company, which demand specifically identifies the manner in which the Company such executive believes Employee has that you have not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichillegal conduct that materially and demonstrably damages the Company's business or reputation; (iii) the commission of any act which injures, or in the reasonable opinion judgment of the Board could reasonably be expected to injure, materially the reputation, business or business relationships of the Company, will have a material adverse effect on the reputationincluding, operationswithout limitation, prospects or business relations any breach of written policies of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere Company with respect to trading in response to an indictment for a crime involving moral turpitude, securities; or (iv) any conduct in the breach by Employee course of a term your employment that constitutes, in the Company's reasonable judgement, gross negligence, fraud, embezzlement or condition any acts of this Agreementmoral turpitude that result or are intended to result, directly or indirectly, to your personal enrichment at the Company's expense. For purposes of this paragraphSection 2(c), no act, act or failure to act, act on Employee's your part shall be considered "willful" unless done, or omitted to be done, by him not you in good bad faith and without reasonable belief that his your action or omission was in in, or not opposed to, the best interest interests of the Company. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the foregoing, Employee shall not be deemed to have been terminated for Cause without Board or based upon the following (i) reasonable notice to Employee setting forth the reasons advise of counsel for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, company shall be conclusively presumed to be heard before done, or omitted to be done, by you in good faith and in the Board, and (iii) delivery to Employee best interests of a Notice of Termination in accordance with Section 9(d)the corporation.

Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following Cause if (i) the willful Employee willfully engages in conduct which is or would reasonably be expected to be materially and continued failure by Employee demonstrably injurious to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligationsCompany, (ii) the willful engaging by Employee willfully engages in misconduct which, an act or acts of dishonesty resulting in material personal gain to the reasonable opinion of Employee at the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations expense of the Company, (iii) the conviction Employee is convicted of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudefelony, or (iv) the Employee engages in an act or acts of gross malfeasance in connection with his employment hereunder, (v) the Employee commits a material breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no actthe confidentiality provision set forth in Section 10, or failure (vi) the Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to act, on terminate the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated employment for Cause without the following by (i) giving him written notice of termination at least 45 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause; and (ii) delivering to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors (except the Employee), after reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and an opportunity for Employee, together with the Employee and his counsel, counsel to be heard before the BoardBoard of Directors, finding that the Employee has engaged in the conduct set forth in this subsection (a). In the event of such termination of the Employee's employment for Cause, the Employee shall be entitled to receive (i) his base salary pursuant to Section 4(a) and (iii) delivery any other compensation and benefits to Employee the extent actually earned pursuant to this Agreement or any benefit plan or program of a Notice the Company as of Termination in accordance with Section 9(d).the date of

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

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

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

Cause. The Company may terminate Employee's the Executive’s employment hereunder during the Employment Term for “Cause. ” only in accordance with the provisions set forth herein. (i) For purposes of this Agreement, “Cause” means (A) repeated violations by Executive of Executive’s material responsibilities and material duties under this Agreement which are demonstrably willful and deliberate on Executive’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (B) commission of a willful and material act of fraud, embezzlement or theft by Executive in connection with Executive’s duties or in the course of Executive’s employment with the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence or its affiliated companies, (C) willful and material violation of any law, regulation, or rule applicable to the Company’s business or reputation, including, without limitation securities laws, (D) willful misconduct causing intentional wrongful damage to property of the following Company or its affiliated companies, (iE) the willful willfully and continued failure by Employee to substantially perform his duties wrongfully disclosing secret processes or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by confidential information of the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligationsits affiliated companies, (iiF) willfully participating, without the willful engaging by Employee in misconduct whichCompany’s express written consent, in the reasonable opinion management of any business enterprise which engages in substantial and direct competition with the Board Company or its affiliated companies, or (G) conviction of, or plea of nolo contendere to, a felony, which conviction or plea materially xxxxx the business or reputation of the Company, will provided that in the case of clauses (A) through (F), any such act or omission constituted willful gross misconduct and shall have a material adverse effect on been materially harmful to the reputation, operations, prospects Company or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementits affiliates. For purposes of this paragraphdefinition, no act, act or failure to act, on Employee's part act shall be considered "deemed “willful" ” unless done, or omitted to be done, effected by him Executive not in good faith and without a reasonable belief that his such action or omission failure to act was in the best interest of or not opposed to the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)’s best interests.

Cause. The Company may terminate Employee's your employment hereunder for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the willful and continued failure by Employee you to substantially perform his your duties or obligations hereunder (other than any such failure resulting from Employee's your incapacity due to physical or mental illness), which failure is not cured within ten (10) business days after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has you have not substantially performed his duties or obligations, your duties; (ii) the willful engaging by Employee you in misconduct whichwhich is materially injurious to the Company, in the reasonable opinion of the Board monetarily or otherwise (including, but not limited to, your violation of the Company, will have a material adverse effect on the reputation, operations, prospects ’s Code of Corporate Responsibility); or business relations of the Company, (iii) the conviction commission of Employee an act or omission that constitutes a material breach of this Agreement (including, but not limited to, the violation of your obligations under Sections 6, 7 or 8 hereof); provided, however, that upon the occurrence of any of the events constituting a Change in Control (as defined in Section 2 hereof), the foregoing definition of Cause shall cease to apply, and the Company shall have “Cause” to terminate your employment hereunder only if you commit an act or acts of dishonesty constituting a felony under the laws of the United States, any State thereof or any applicable foreign country and resulting in or intended to result directly or indirectly in gain or personal enrichment at the entry by Employee expense of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this AgreementCompany. For purposes of this paragraphsubsection, no act, or failure to act, on Employee's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee if your employment is terminated on or following a Change in Control, you shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of a resolution duly adopted by the following affirmative vote of not less than three-quarters (i3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) you and an opportunity for Employeeyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may terminate Employee's employment hereunder Roberts' services xxxxxxder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder Roberts' services xxxxxxder upon the occurrence of any of the following (iA) the willful and continued failure by Employee to substantially Roberts either tx xxxxtantially perform his duties hereunder or obligations hereunder to comply with the provisions of the Company's Code of Ethics and Business Conduct (other than any such a failure following a Change of Control, as defined in Section 3.10.3, or a failure resulting from Employee's incapacity due Roberts' incapacxxx xxx to physical or mental illness), ) for a period of sixty (60) days after demand for substantial performance or compliance is delivered by the Company that specifically identifies identifying the manner in which the Company believes Employee Roberts has not substantially sxxxxxxxially performed his duties or obligations, has not complied; or (iiB) the willful engaging by Employee Roberts in misconduct which, in the reasonable opinion of the Board of misconxxxx xxich is materially injurious to the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeotherwise, or (ivC) the willful breach by Employee Roberts either xxxxxx or after the Service Period of a term or condition any material provision of this Agreement, including, but not limited to, Sections 9, 10 and 11 hereof. For purposes of this paragraph, no act, or failure to act, on Employee's Roberts' part shall be considered shaxx xx xonsidered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee Roberts shall not be deemed xx xxxmed to have been terminated for Cause without unless and until there shall have been delivered to Roberts a copy of x xxxxlution, duly adopted by the following 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 such purpose (i) after reasonable notice to Employee setting forth the reasons Roberts and an xxxxxxxnity for the Company's intention to terminate for Cause, (ii) an opportunity for Employeehim, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Roberts was guilxx xx xonduct set forth above in clause (A), (B), or (C) of the preceding sentence, and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder this Agreement, at any time, for Cause----- "cause". For purposes of this the Agreement, Employee's employment may be terminated for "cause" if: (a) he engages in gross misconduct, or dishonesty (which in either case results in material harm to the Company); (b) materially fails to perform or observe any of the terms or provisions of this Agreement (c) fails to carry out reasonable directives of the Chief Executive Officer of the Company or the Board in accordance with Section 1.2; or (d) is convicted of a felony or is involved in substance abuse; provided, however, that "cause" shall not include bad judgment or any act or omission reasonably believed by Employee in good faith to have "Cause" been in or not opposed to the best interests of the Company, and provided further, however, that in any event, Employee shall be given written notice by the Board that the Company intends to terminate Employee's employment hereunder upon for cause, which written notice shall specify the occurrence act or acts on the basis of any which the Company intends so to terminate Employee's employment, and Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts. If the basis of such written notice is an act or acts other than an act or acts described in clause (d) of the following preceding sentence, Employee will be given seven (i7) days after such meeting within which to cease or correct the willful and continued performance (or nonperformance) or to cure the harm giving rise to such written notice and, upon failure by of Employee within such seven (7) day period to substantially perform his duties cease or obligations hereunder (other than any such failure resulting from correct same, Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered employment by the Company that specifically identifies shall automatically terminate hereunder for cause. If Employee ceases or cures to the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion satisfaction of the Board of Directors, the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part employment agreement shall be considered "willful" unless done, continue in accordance with the terms hereof. Upon any such termination or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoingremoval, Employee shall not be deemed entitled to have been terminated receive Base Salary under Section 1.4, incentive compensation under Section 1.6 and all other benefits and compensation as described herein for Cause without the following a period of twelve (i12) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)months thereafter.

Cause. The Company may terminate Employee's the Executive’s employment during the Employment Term with “Cause” as that term is defined below. In the event of termination pursuant to this Section 6(c) with Cause, the Company shall deliver to the Executive written notice setting forth the basis for such termination, which notice shall specifically set forth the nature of the Cause which is the reason for such termination. Termination of the Executive’s employment hereunder for Causeshall be effective upon delivery of such notice of termination. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean: (i) the Executive’s failure (except where due to a disability contemplated by Section 6(b) hereof), neglect or refusal to perform the essential duties of his position hereunder which failure, neglect or refusal shall not have been corrected by the Executive within 30 days of receipt by the Executive of written notice from the Company of such failure, neglect or refusal, which notice shall specifically and in detail set forth the nature of said failure, neglect or refusal; (ii) any willful and or intentional act of the Executive that has the effect of injuring the reputation or business of the Company or its affiliates in any material respect; (iii) any continued failure or repeated absence from the Company, unless such absence is (A) approved or excused by Employee the CEO or Board of Directors or (B) is the result of the Executive’s illness, or incapacity (in which event the provisions of Section 6(b) hereof shall control); (iv) use of illegal drugs by the Executive or repeated drunkenness which drunkenness affects the Executive’s ability to substantially perform his duties hereunder; (v) conviction of the Executive for the commission of a felony; or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered vi) the commission by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties Executive of an act of fraud or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of embezzlement against the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

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

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the Executive’s conviction or plea of nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful act of theft, embezzlement or misappropriation from the Company; or (iii) a determination by a two-thirds majority of the members of the Board (excluding the Executive from such vote and continued failure by Employee the denominator) that Executive has willfully and continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after (A) a written demand for substantial performance is delivered to the Executive by the Company that Board which specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his the Executive’s duties or obligationsand provides the Executive with the opportunity to correct such failure if, and only if, such failure is capable of cure; and (iiB) the willful engaging by Employee in misconduct which, in the reasonable opinion Executive’s failure to correct such failure which is capable of cure within 30 days of receipt of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment demand for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementperformance. For purposes the avoidance of this paragraphdoubt, no act, or failure the parties expressly agree that only Cause pursuant to act, on Employee's part Section 7(c)(iii) shall be considered "willful" unless donedeemed capable of cure. Notwithstanding the foregoing, “Cause” shall not include any act or omitted to be done, by him not omission that the Executive believes in good faith and to have been in or not opposed to the interest of the Company (without reasonable belief intent of the Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled). In the event that his action or omission was the Board has so determined in good faith that Cause exists, the Board shall have no obligation to terminate the Executive’s employment if the Board determines in its sole discretion that such a decision not to terminate the Executive’s employment is in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).