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 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 terminate Employee's employment hereunder “Cause” for Cause. For purposes of this Agreement, termination by the Company of your employment, during the Protected Period, shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following 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 for Good Reason by you) for a period of at least 30 consecutive days 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, (iiB) the willful engaging by Employee you in misconduct whichconduct which is demonstrably and materially injurious to the Company or its subsidiaries, in the reasonable opinion of the Board of the Companymonetarily or otherwise, will or (C) you are convicted of, or have entered 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 to, a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreementfelony. For purposes of clauses (A) and (B) of this paragraphdefinition, 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 your act, or omission failure to act, was in the best interest of the Company. Notwithstanding the foregoingThe foregoing notwithstanding, Employee shall you will not be deemed to have been terminated for Cause without unless and until there shall have been delivered to you a copy of the following resolution duly adopted by the 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 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(f)(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 ’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 If the Employee is terminated from employment with the ----- Company may or a subsidiary for Cause (as defined below), then all the Options (whether vested or unvested) shall automatically terminate Employee's employment hereunder for Causeand be cancelled (without any action on the part of the Company) on the date of termination of employment. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the occurrence engaging by the Employee in willful misconduct that is injurious to the Company or its subsidiaries, (B) the embezzlement or misappropriation of any funds or property of the following Company or its subsidiaries by the Employee or the conviction of the Employee of a felony or the entrance of a plea of guilty or nolo contendere by the Employee to a felony or (iC) the willful and continued failure or refusal by the Employee to substantially perform his or her duties or obligations hereunder responsibilities that continues after being brought to the attention of the Employee (other than any such failure resulting from the Employee's incapacity due to physical or mental illnessdisability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him or her, not in good faith faith, and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Determination of Cause shall be made by the foregoing, Committee established to administer the Plan in its sole discretion. Any such determination shall be final and binding on the Employee. The Employee shall not will be deemed to have been terminated provided promptly with the facts and circumstances which form the basis for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate termination for Cause, (ii) an opportunity for Employeeset forth in reasonable detail, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)writing.

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

Cause. The Company may terminate Employee's the Executive’s employment hereunder for Cause“cause” upon not less than five days prior written notice of such termination. For purposes of this Agreement, the Company shall have "Cause" “cause” to terminate Employee's the Executive’s employment hereunder upon the occurrence of any of the following (iA) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s incapacity due to physical or mental illnessillness or the removal of the Executive’s office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties (the “Three Day Period”), or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of event such failure cannot be reasonably cured within the Board of Three Day Period, within 20 days thereafter, provided that the Company, will have a material adverse effect on Executive promptly commences and thereafter diligently prosecutes 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 turpitudecure thereof, or (ivB) the breach by Employee Executive’s conviction of a term any criminal act or condition of this Agreement. For purposes of this paragraph, no act, or failure fraud with respect 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 the Executive’s employment may not be deemed to have been terminated for Cause without cause unless and until the following Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 80 percent of the entire Board of Directors at a meeting of the Board (i) reasonable of which the Executive was given at least 20 days prior written notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) and 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 has not substantially performed his duties (which failure shall be described in detail) and such failure has not been cured within the period described in (iiiii) delivery above. In addition, the Company shall not have cause to Employee terminate the Executive’s employment hereunder as a result of a Notice any event occurring prior to the date hereof and previously disclosed to the Company. The burden of Termination in accordance with Section 9(d)establishing cause shall be upon the Company.

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

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder 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 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 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 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 the occurrence of any of the following (iA) 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), ) after demand for substantial performance is delivered by the Company that specifically identifies identifying the manner in which the Company believes the Employee has not substantially performed his duties duties, or obligations, (iiB) the willful engaging by the Employee in misconduct which, in which is materially injurious to the reasonable opinion of the Board business or financial condition 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 (ivC) the breach willful violation by the Employee of a term or condition the provisions of this AgreementSections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. 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 "Cause" unless and until there shall have been delivered to the following (i) reasonable notice to Employee setting forth a copy of a resolution, duly adopted by the reasons for affirmative vote of not less than a majority of the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before Members of the Board, excluding the Employee, 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) 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 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 Board or the Chief Executive Officer of the Company that (where such demand specifically identifies the manner in which the Board or the Chief Executive Officer of the Company 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, 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 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 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 Employee's ’s employment hereunder for “Cause.” A termination of employment is for “Cause” if Employee (1) enters a guilty plea, pleads nolo contendre to, or is convicted of a felony offense that is demonstrably injurious to the Company; (2) engages in misconduct which is demonstrably injurious to the Company, monetarily or otherwise; (3) fails to perform Employee’s material duties and responsibilities or to satisfy Employee’s material obligations as an officer or employee of the Company, or other material breach of any terms or conditions of any material written policy of the Company or any written agreement between Employee and the Company, or (4) fails, after reasonable request, to cooperate with the Company or governmental authorities in connection with a civil or criminal regulatory investigation or proceeding, or other civil litigation involving the company; provided, however, that no termination of Employee’s employment shall be for Cause as set forth in clauses (2), (3) or (4), unless (i) there shall have been delivered to Employee a copy of a written Notice of Termination, at least thirty (30) days in advance of the Termination Date, setting forth that Employee was guilty of the conduct set forth in such applicable clause and specifying the particulars thereof in detail; and (ii) Employee shall have been provided an opportunity to be heard by the Board (with the assistance of Employee’s counsel if Employee so desires). For Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Employee after a Notice of Termination is given to the Employee shall constitute Cause for purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following (i) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

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

Cause. The Company may terminate Employee's 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), for a 30-day period after written demand for substantial performance that refers to this paragraph and 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 engaged in or committed a material breach of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment this Agreement for a crime involving moral turpitude, or (iv) 30-day period after written notification is delivered by the breach by Employee of a term or condition of Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and 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 Specified Change of Control (as defined below), or (2) the 90th day preceding a Specified Change of Control and (ii) ends two years following such Specified 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. 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 Chairman of the Board stating that in the good faith opinion of the officer signing such notice, (ii) an opportunity for Employee, together with his counsel, to be heard before the BoardExecutive has engaged in or committed conduct of the nature described in this paragraph, and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

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

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

Cause. The Immediately upon written notice by the Company may terminate Employee's employment hereunder to the Executive of a termination for Cause. For purposes of this Agreement, the Company “Cause” shall have "Cause" to terminate Employee's employment hereunder upon the occurrence of any of the following mean (i) the Executive’s conviction or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful act of theft, embezzlement or misappropriation from the Company; (iii) sexual misconduct; or (iv) a determination by the Board that the Executive has willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from Employee's the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), has willfully failed to follow a reasonable and lawful directive of the Board, or otherwise has materially breached this Agreement or any Company policy applicable to the Executive, 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 duties the Executive’s duties, failed to follow a directive of the Board, or obligationshas materially breached this Agreement or any material Company policy applicable to the Executive and provides the Executive with the opportunity to correct such failure or breach if, and only if, such failure or breach 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 or breach which is capable of cure within thirty (30) days of receipt of the Board demand for performance or correction. For the avoidance of doubt, the Company, will have a material adverse effect on the reputation, operations, prospects or business relations parties expressly agree that only Cause pursuant to Section 7(c)(iv) shall be deemed capable 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 Agreementcure. For purposes of this paragraphSection 7(c)(iv), no any act, or failure to act, on Employee's part by the Executive in accordance with a specific directive given by the Board or based upon the advice of counsel for the Company shall not be considered "willful" unless done, or omitted to be done, have been a willful failure by him not the Executive. In the event that the Board has so determined in good faith and without reasonable belief that his action or omission was Cause exists, the Board shall have no obligation to terminate the Executive’s employment if the Board determines in its sole discretion that such a decision not to terminate the Executive’s employment is in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company may terminate 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 means (i) the Employee's 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 incapacity due to physical Disability (as hereinafter defined) or mental illnessoccurring after issuance by Employee of a notice of termination for Good Reason (as hereinafter defined)), after a written demand for substantial performance is delivered by the Company to Employee that specifically identifies the manner in which the Company believes that Employee willfully failed to substantially perform his duties, and after Employee has not substantially performed failed to resume substantial performance of his duties on a continuous basis within thirty calendar days of receiving such demand; or obligations, (ii) Employee has committed an act which seriously and substantially damages or embarrasses the willful engaging by Company for which there is no cure (for example, and without limitation, sexual harassment). If Employee in misconduct whichis charged with a felony, in the reasonable opinion discretion of the Board board of directors, Employee may be placed on a paid leave of absence for six months pending a trial of such charge. If the charge is not brought on for trial within this six month period, in the discretion of the Companyboard of directors, will have a material adverse effect Employee may be placed on an unpaid leave of absence until the reputation, operations, prospects or business relations charge is tried. If Employee is convicted of the Companyfelony, (iii) he may, in the conviction discretion of the board of directors, be terminated for Cause. If Employee is acquitted of any felony or the entry by Employee felony, he shall be reinstated to active status to the position held at the beginning of any plea the paid leave of nolo contendere in response to an indictment absence and reimbursed for a crime involving moral turpitude, or (iv) compensation and benefits he would have received during the breach by Employee unpaid leave of a term or condition of this Agreementabsence. For purposes of this paragraphdefinition, no act, actions or failure failures to act, on Employee's part shall act will be considered deemed "willful" unless done, only if done or omitted to be done, by him not in good bad faith and without reasonable belief that his the action or omission was in the best interest interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

Cause. The Company Employer may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company Employer shall have "Cause" to terminate the Employee's employment hereunder upon the occurrence of any of the following following: (i1) the willful and continued failure by the Employee substantially 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), after demand for substantial performance is delivered by the Company Employer that specifically identifies the manner in which the Company Employer believes the Employee has not substantially performed his duties duties; or obligations, (ii2) the willful engaging by the Employee in misconduct whichwhich is materially injurious to the Employer, in monetarily or otherwise; or (3) the reasonable opinion willful violation by the Employee 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 provisions of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's the part of the Employee 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 CompanyEmployer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to the Employee setting forth the reasons for the CompanyEmployer's intention to terminate for Cause, Cause and granting Employee 90 days to cure or remedy (if possible) the reasons for termination; (ii) an opportunity for the 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(dsection 4.2 hereof from the Board finding that in the good faith opinion of the Board the Employee was guilty of conduct set forth above in clause (1), (2) or (3) of the preceding paragraph and was unable to cure or remedy the reasons for termination, and specifying the particulars thereof in 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 illnessillness or any such actual or anticipated failure after the issuance of a "Notice of Termination" by the Executive for "Good Reason", as defined in Section 6(d)(i) hereof, or during a "Window Period", as defined in Section 6(d)(ii) hereof), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties or obligationsduties, (ii) the willful or grossly negligent engaging by Employee the Executive in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companymisconduct, (iii) any breach by the conviction of Employee Executive of any felony or of the entry by Employee provisions of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudeSection 10 hereof, or (iv) the breach by Employee of Executive's being convicted of, or pleading guilty to, a term or condition of this Agreementfelony. For purposes of this paragraph, no act, or failure to act, on Employeethe Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding Further, unless the foregoingExecutive has been convicted of, Employee or pleaded guilty to, a felony, the Executive shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice to Employee the Executive setting forth the reasons for the Company's intention to terminate for Cause, (ii2) an opportunity for Employeethe Executive, together with his counsel, to be heard before the Board, and (iii3) delivery to Employee the Executive of a Notice of Termination from the Board finding that, in accordance with the good faith opinion of a majority of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the second sentence of this Section 9(d6(c), and specifying the particulars thereof in reasonable detail.

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

Cause. The Company Employer may terminate 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 immediately terminate Employee's the Term and the Executive’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 of the following mean: (i) the willful and continued failure by Employee the Executive to substantially perform his the material 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 obligationsunder this Agreement, (ii) the willful engaging by Employee the Executive in misconduct whichwillful or reckless conduct, if such conduct is done or omitted to be done by the Executive not in good faith, and is materially injurious to the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects Company monetarily or business relations of the Companyotherwise, (iii) the Executive’s conviction of, or pleading of Employee of any felony guilty or the entry by Employee of any plea of nolo contendere in response to an indictment for to, a crime involving moral turpitudefelony, or (iv) the commission or omission of any act by the Executive that is materially detrimental to the best interests of the Company and that constitutes common law fraud or a violation of applicable law, or (v) the Executive’s breach by Employee of a term or condition any material provision of this AgreementAgreement (including the Restrictive Covenants). For purposes of this paragraphSection 5(a)(iii), no act, or failure to act, on Employee's part by the 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 its affiliates. Notwithstanding the foregoing, Employee the Term and the Executive’s employment shall not be deemed to have been terminated for Cause without unless (A) the following Company shall have given the Executive (i1) reasonable prior written notice to Employee setting forth the reasons for the Company's ’s intention to terminate the Executive’s employment for Cause, and (ii2) a reasonable opportunity, not to exceed thirty (30) days, to cure such failure, to the extent reasonably susceptible to cure, and (B) the Company has delivered to the Executive a copy of (1) a unanimous written consent executed by all members of the Board or (2) a resolution duly adopted by at least 75% of the members of the Board (excluding, if applicable, Executive for purposes of determining such 75%) at a meeting of the Board called and held for such purpose (after reasonable advance notice to Executive and an opportunity for EmployeeExecutive, together with his counsel, to be heard before the Board), and (iii) delivery finding that in the good faith opinion of the Board, the Executive engaged in conduct constituting Cause and, to Employee of a Notice of Termination in accordance with Section 9(d)the extent reasonably susceptible to cure, has not cured such failure.

Cause. The Company may terminate Employeethe Executive's employment hereunder for "Cause" (as defined in this Section 6(c)). Upon such a termination, the Executive shall become entitled to the payments provided in Section 7(b) hereof. For purposes of this Agreement, the Company shall have "Cause" to terminate Employeethe Executive's employment hereunder upon the occurrence of any of the following (i) the willful (or grossly negligent) and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental 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 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 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 willful Company; or (iii) a determination by the Board that Executive has willfully and continued failure by Employee continuously failed to perform substantially perform his the Executive’s duties or obligations hereunder (other than any such failure resulting from 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 and provides the Executive with the opportunity to correct such failure if, and only if, such failure is capable of cure; and (B) the Executive’s failure to correct such failure which is capable of cure within 30 days of receipt of the demand for performance. For the avoidance of doubt, the parties expressly agree that only Cause pursuant to Section 7(c)(iii) shall be deemed capable of cure. Notwithstanding the foregoing, “Cause” shall not include any act or obligationsomission that the Executive believes in good faith to have been in or not opposed to the interest of the Company (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled). The Company may only terminate the Executive’s employment for Cause if (A) a determination that Cause exists is made and approved by three fourths of the independent directors of the Company’s Board, (iiB) for a termination for Cause under Section 7(c)(iii), the willful engaging by Employee in misconduct which, in the reasonable opinion Executive is given at least five (5) days’ written notice of the Board of the Companymeeting called to make such determination, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, and (iiiC) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitudetermination for Cause under Section 7(c)(iii), or (iv) the breach by Employee of a term or condition of this AgreementExecutive and his legal counsel are given the opportunity to address such meeting. For purposes of this paragraph, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not In the event that the Board has so determined in good faith and without reasonable belief that his action or omission was Cause exists, the Board shall have no obligation to terminate the Executive’s employment if the Board determines in its sole discretion that such a decision not to terminate the Executive’s employment is in the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d).

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

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

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

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

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

Cause. The Company may terminate Employee's employment hereunder 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 the Executive’s employment hereunder during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean for the Company’s termination of the Executive’s employment for any of the following: (i) the Executive’s final conviction of a felony crime that enriched the Executive at the expense of the Company; provided, however, that after indictment, the Company shall have "Cause" may suspend the Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by the Executive of a material fiduciary duty owed to terminate Employee's employment hereunder upon the occurrence Company; (iii) a material breach by the Executive of any of the following covenants made by him in Sections 8 and 10 hereof; (iiv) the willful and continued gross neglect by the Executive of the material duties specifically and expressly required by this Agreement; or (v) the Executive’s continuing failure by Employee to substantially perform his duties or obligations and responsibilities hereunder (other than any such failure resulting from Employee's except by reason of the Executive’s incapacity due to physical or mental illness)illness or injury) for a period of 45 days after the Required Board Majority, after as defined herein, has delivered to the Executive a written demand for substantial performance is delivered by the Company that hereunder which specifically identifies the manner in which bases for the Company believes Employee Required Board Majority’s determination that the Executive has not substantially performed his duties or obligationsand responsibilities hereunder (that period being the “Grace Period”); provided, that for purposes of this clause (iiv), the Company shall not have Cause to terminate the Executive’s employment unless (A) the willful engaging by Employee in misconduct which, in the reasonable opinion at a meeting 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).called

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

Cause. The Company 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 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 (iA) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employeethe Executive's incapacity due to physical or mental illness), ) after demand for substantial performance is delivered by the Board of Directors of the Company that specifically identifies identifying the manner in which the Company Board of Directors believes Employee the Executive has not substantially performed his duties duties, or obligations, (iiB) the willful engaging by Employee the Executive in misconduct which, in which is materially injurious to the reasonable opinion of the Board business or financial condition 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 (ivC) the breach willful violation by Employee the Executive of a term or condition the provisions of this AgreementSections 6, 7 and 8 hereof provided that such violation results in material injury to the Company. 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 the foregoing, Employee the Executive shall not be deemed to have been terminated for Cause without "Cause" unless and until there shall have been delivered to the following (i) reasonable notice to Employee setting forth Executive a copy of a resolution, duly adopted by the reasons for affirmative vote of not less than a majority of the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before Members of the Board, excluding the Executive, finding that in the good faith opinion of the Board, the Executive was guilty of conduct 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 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 mean termination upon the occurrence of any of the following (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 Disability or mental illness), 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 obligations, duties; (ii) the willful engaging by Employee in misconduct whichconduct which is demonstrably and materially injurious to the Company or any of its affiliates, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects monetarily or business relations of the Company, otherwise; (iii) Employee commits fraud, bribery, embezzlement or other material dishonesty with respect to the conviction business of the Company or any of its affiliates, or the Company discovers that Employee of has committed any such act in the past with respect to a previous employer; (iv) Employee is indicted for any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime criminal act involving moral turpitude, or the Company discovers that Employee has been convicted of any such act in the past; (ivv) Employee commits a material breach of any of the breach by Employee of a term covenants, representations, terms or condition provisions of this Agreement; (vi) Employee violates any instructions or policies of the Company with respect to the operation of its business or affairs; or (viii) Employee uses illegal drugs. For purposes of this paragraphSubsection, no act, or failure to act, on Employee's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the CompanyCompany and its affiliates. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the following affirmative vote (iwhich cannot be delegated) of not less than a majority of the members of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) him and an opportunity for Employee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Employee was guilty of conduct set forth above in clauses (i) through (viii) 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 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 terminate Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" ----- to terminate Employee's employment hereunder employment, under the Employment Agreement, upon the occurrence of any of the following (i1) the willful and continued failure by Employee to substantially perform his duties or obligations hereunder under the Employment Agreement (other than any such failure resulting from Employee's incapacity due to physical or mental illness), ) and after delivery by the Board of a written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company Board believes Employee has did not substantially performed perform his duties duties; or obligations, (ii2) the willful engaging engagement 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 by Employee of nolo contendere, or the substantial equivalent to either of the foregoing, of or with respect to, any felony or the entry by Employee serious crime of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraphdefinition, no act, or failure to act, on Employee's 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 in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been be terminated for Cause without the following unless (ia) Employee has been given reasonable notice to Employee written notice, setting forth the reasons for the Company's intention to terminate for Cause, ; (iib) Employee has been given an opportunity for Employeeopportunity, together with his counsel, to be heard before the Board (or an authorized representative thereof); and (c) Employee has been given a written notice of termination from the Board finding that, in the good faith opinion of the Board, and Employee has engaged in the conduct set forth above in clause (iii1), (2) delivery to Employee or (3) of a Notice of Termination in accordance with Section 9(d)this definition.

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

Cause. The 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 her duties or obligations hereunder with the Company (other than any such failure resulting from Employee's her incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to her by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that she has not substantially performed his duties or obligations, her 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 Agreementher 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 her not in good faith and without the reasonable belief that his her 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 her 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) her and an opportunity for Employeeher, together with his her counsel, to be heard before such members of the Board), finding that she 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 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 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 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 obligationson 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 Companyotherwise, (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 turpitudeBank, or (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. Failure to perform duties with the Bank during any period of disability shall not constitute Cause. 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 Employee written notice to from the Chief Executive Officer stating that in the good faith opinion of the Chief Executive Officer the Employee setting was guilty of conduct constituting "Cause" as set forth above and specifying 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)particulars thereof.

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 her duties or obligations hereunder with the Company for a reasonable period of time (other than any such failure resulting from Employee's her incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to her by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that she has not substantially performed his duties or obligations, her 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 Agreementher duties. For purposes of this paragraphsubsection (c), 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 her not in good faith and without the reasonable belief that his her 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 notice unless and until there shall have been delivered 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 her a copy of a Notice resolution duly adopted by the affirmative vote of Termination a majority of the members of the Board at a meeting of such members finding that she has engaged in accordance with Section 9(dthe conduct set forth above in this subsection (c) and specifying the particulars thereof in detail. Employee shall be entitled to any unpaid pro rata salary earned prior to termination under this paragraph (c).

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 Board of Directors of the 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 conduct constituting a felony (other than traffic related offenses or as a result of vicarious liability); (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), for a 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties for the Company 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 Coram; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company, Coram or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company or Coram; (vi) willfully violated his fiduciary duty or his duty of loyalty to the Company or Coram or the Company’s Code of Ethical Business Conduct in any material respect; (vii) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or Coram; or (viii) engaged in or committed a material breach of this Agreement for a 30-day period after written notification is delivered by Employee of a term or condition of the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of the above clauses (i), (v) and (vi) of this paragraphSection 3(d), no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith 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 or Coram. 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 ’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion of such officer signing the notice, the Executive has engaged in or committed conduct of the nature described in this Section 3(d), specifying the particulars thereof in detail and, further, providing the Executive a reasonable opportunity 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)respond.

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

Cause. The Company may 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 Employeethe Executive's employment hereunder under this Agreement for Cause. For purposes of this Agreement, the Company Employer shall have "Cause" to terminate Employeethe Executive's employment hereunder under this Agreement upon the occurrence of any of the following (ia) the willful and continued failure by Employee the Executive to substantially perform his duties or obligations hereunder under this Agreement (other than any such failure resulting from Employeethe Executive'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 Employee the Executive has not substantially performed his duties or obligationsand the Executive fails to perform as required within 15 business days after such demand is made, (iib) the willful engaging by Employee the Executive in criminal misconduct which, in the reasonable opinion of the Board of (including embezzlement and criminal fraud) 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, 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 Executive of 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 CompanyEmployer. Notwithstanding anything contained in this Agreement to the foregoingcontrary, Employee the Executive shall not be deemed to have been terminated for Cause without unless and until there shall have been delivered to the following Executive, together with the Notice of Termination (ias defined in Section 7 below), a copy of a resolution, duly adopted by the affirmative vote of not less than sixty percent of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable written 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), finding that in the good faith opinion of the Board, the Executive 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 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 willful and continued failure by Employee Executive’s conviction or plea of guilty or nolo contendere to substantially perform his duties or obligations hereunder (a felony, 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 traffic-related felony; (ii) the willful engaging by Employee in misconduct which, Executive’s continued failure to substantially perform the Executive’s material employment duties set forth in the reasonable opinion Agreement (other than due to a mental or physical impairment and other than by reason of mere poor performance or poor results); (iii) a material act of fraud; (iv) a material breach of the Board non-competition/non-solicitation provisions of this Agreement; (v) the Executive’s having engaged in material willful misconduct that the Executive knew or reasonably should have known would be materially injurious to the financial condition or business reputation of the Company, will have ; or (vi) a material adverse effect on breach of a material Company policy previously communicated to the reputationExecutive in writing. Notwithstanding anything herein to the contrary, operationsthe Executive’s employment shall not be terminated for Cause pursuant to clauses (ii), prospects (v) or business relations (vi) above unless the Executive is given written notice by the Company of the Companycircumstances constituting the basis for termination and, (iii) if such circumstances are curable, the conviction opportunity to cure for 30 days after receipt of Employee of any felony or such Notice by 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 AgreementExecutive. For purposes of this paragraphSection 6(c), 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 any action or omission was inaction by Executive shall not be treated as willful if done or not done (i) based on and in the best interest reliance on any lawful written direction 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’s Board or a Board Committee, (ii) an opportunity for Employeebased on and in good faith reliance on the legal advice of the Company’s outside legal counselor, together with his counsel, to be heard before the Board, and or (iii) delivery to Employee in the good faith belief that such action or inaction was in, or not opposed to, the best interests of a Notice of Termination in accordance with Section 9(d)the Company or its shareholders.

Cause. The Company may terminate Employee's employment hereunder for "Cause. For purposes of this Agreement, the Company shall have ." "Cause" to terminate shall mean (a) Employee's employment hereunder upon default, willful malfeasance, fraud or dishonesty in the occurrence performance of any of the following his obligations hereunder; (ib) the commission or omission of an act, or a willful and continued failure or negligent act by Employee which causes harm to substantially perform his duties or obligations hereunder (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, ; (iiic) the conviction of Employee for the commission or perpetration by Employee of any felony or the entry by Employee any act of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or fraud; (ivd) the failure of Employee to devote his full time and attention to the business as provided in Section 1; (e) Employee's breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no act, or failure to actobserve the terms of this Agreement in any material respect; (f) the failure of Employee to perform his duties hereunder in a manner satisfactory to the Reporting Officer, on as determined in his sole discretion; provided, however, that Employee shall have 30 days (or such lesser amount of time as is necessary) to cure such failure after receiving notice from the Company; provided, further that the Company shall be obligated to provide only one notice to Employee pursuant to this clause 5.2(f) and, thereafter, the Company may terminate Employee, without Employee having a right to cure, if Employee fails to perform his duties in a manner satisfactory to the Reporting Officer, as determined in his sole discretion; or (g) Employee's part shall be considered "willful" unless done, engaging in conduct or omitted activities involving moral turpitude that is or are reasonably likely to be done, by him not in good faith and without reasonable belief that his action cause material damage to the business or omission was in the best interest reputation of the Company. Notwithstanding , any affiliate of the foregoingCompany (including InterCept), Employee shall not be deemed to have been terminated for Cause without the following (i) reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Employee, together with his counsel, to be heard before the Board, and (iii) delivery to Employee of a Notice of Termination in accordance with Section 9(d)or any personnel thereof.

Cause. The Company Group Holdings may terminate Employee's employment hereunder this Agreement immediately upon written notice to Consultant for “Cause. For purposes ,” which shall mean: (i) Consultant’s willful, material, and irreparable breach of this Agreement, ; (ii) Consultant’s willful misconduct in the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence performance of any of the following (i) the willful his material duties and continued failure by Employee to substantially perform his duties or obligations responsibilities 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, Group Holdings; (iii) the conviction Consultant’s intentional and continued non-performance (other than by reason of Employee disability or incapacity) of any felony of Consultant’s material duties and responsibilities hereunder or the entry by Employee of any plea reasonable, lawful instructions from the board of nolo contendere in response to an indictment Group Holdings, which continues for a crime involving moral turpitude, or ten (10) days after receipt by Consultant of written notice from Group Holdings; (iv) Consultant’s material and willful dishonesty or fraud with regard to Group Holdings (other than good faith expense account disputes) that has a material adverse effect on Group Holdings (whether to the breach by Employee business or reputation of Group Holdings); or (v) Consultant’s conviction of a term felony (other than as a result of vicarious liability or condition of this Agreementa traffic related offense). For purposes of this paragraph, no act, or failure to act, on Employee's Consultant’s part shall be considered "“willful" ” unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest interests of Group Holdings. In the Companyevent of that Agreement is terminated by Group Holdings for Cause, Consultant shall receive only the Accrued Amounts. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without following Consultant’s receipt of written notice from Group Holdings of any of the following events described in subsections (i) reasonable notice through (iv) above, Consultant shall have ten (10) days in which to Employee setting forth cure the reasons for the Company's intention to terminate for Cause, alleged conduct (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(dif curable).

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 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 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 Employeethe Executive's employment hereunder during the Employment Period for Cause. For purposes of this Agreement, the Company shall have "Cause" shall mean the Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful failure to terminate Employee's employment hereunder upon perform stated duties including, without limitation, 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 legitimate directions of the Board of Directors consistent with the CompanyExecutive's position as Executive Vice President and Chief Financial Officer, will have willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or willful material breach of any provision of this Agreement. Without limiting the foregoing, drunkenness or abuse of any controlled substance or excessive absenteeism not related to illness shall constitute a material adverse effect on breach of this Agreement. To the reputationextent that you unintentionally violate this Agreement or written policies, operations, prospects or business relations standards and regulations of the Company, such violation shall not, by itself, constitute "cause" under this paragraph unless (i) it results in material harm to the Company or other member of the USAT Group; or (ii) if curable, it shall continue uncured for five business days after written notice thereof from the Company to you; or (iii) it recurs after you have received actual notice of the conviction of Employee of any felony same or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, substantially similar violation; or (iv) the breach by Employee it is part of a term or condition pattern of violations evidencing a disregard of the Executive's duties and obligations under this AgreementAgreement and as the Executive Vice President and Chief Financial Officer of the Company. For purposes of this paragraph, no Any act, or failure to act, on Employee's part 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 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 Company. Notwithstanding After the foregoingEffective Date, Employee the cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been terminated delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority 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 (i) or (ii) above, and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.

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

Cause. The Company may terminate the Employee's employment hereunder for at any time during the Employment Period with or without 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) a breach by the willful and continued failure by Employee to substantially perform his duties or of the Employee's obligations hereunder under Section 2(a) (other than any such failure resulting from Employee's incapacity due to as a result of physical or mental illness), after demand for substantial performance is delivered incapacity) which constitutes nonperformance by the Company that specifically identifies Employee of his obligations and duties thereunder, as determined by the manner Board (which may, in which its sole discretion, give the Company believes Employee has not substantially performed his duties or obligationsnotice of, and the opportunity to remedy, such breach), (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful engaging misconduct or breach of fiduciary duty against the Company or other conduct harmful or potentially harmful to the Company's best interest, as reasonably determined by Employee in misconduct which, in a majority of the reasonable opinion members of the Board after a hearing by the Board following ten (10) days' notice to the Employee of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Companysuch hearing, (iii) a material breach by the conviction of Employee of Sections 6, 7, 8 or 9, (iv) the Employee's conviction, plea of no contest or NOLO CONTENDERE, deferred adjudication or 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, (v) the failure of the Employee to carry out, or comply with, in any material respect, any lawful directive of the Board consistent with the terms of this Agreement (which the Board, in its sole discretion, may give the Employee notice of, and an opportunity to remedy), or (ivvi) 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, omission on the Employee'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 The Company may suspend the foregoingEmployee's title and authority pending the hearing provided for above. For purposes of this Agreement, Employee "WITHOUT CAUSE" shall not be deemed to have been terminated for Cause without mean a termination by the following (i) reasonable notice to Employee setting forth Company of the reasons for Employee's employment during the Employment Period at the Company's intention to terminate sole discretion for any reason other than a termination based upon 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)death or Disability.

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 demand for substantial performance Performance is delivered to Employee by the Board of Directors of the Company (the "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 engaging by Employee willfully engages in gross misconduct which, in the reasonable opinion of the Board of materially and demonstrably injurious to the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, (iii) the conviction of Employee of any felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude, or (iv) the breach by Employee of a term or condition of this Agreement. For purposes of this paragraph, no 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 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, including at least 50% of the "continuing directors," as hereinafter defined, 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 set forth in clauses (A) or (B) of the first sentence of this subsection (ii) and (iii) delivery specifying the particulars thereof in reasonable detail. The term "continuing director" shall mean an individual who was a member of the Board elected by the public stockholders prior to Employee the time of the change in control of the Company or the individual recommended to succeed a Notice continuing director by a majority of Termination in accordance with Section 9(d)continuing directors.

Cause. The Company may terminate the Employment Term for "cause" by ----- giving the Employee 30 days' notice of the termination date, and as of the termination date, the Company shall not have any further liability or obligation to the Employee's employment hereunder for Cause, except that the Employee shall receive any unpaid Salary, Base Bonus and Fringe Benefits that have accrued through the date of termination. For purposes of this Agreement, "cause" shall mean the Company shall have "Cause" to terminate Employee's employment hereunder upon the occurrence (i) breach of (other than by reason of illness, injury or incapacity) of any of the following (i) the willful and continued failure by Employee to substantially perform his duties material terms 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 obligationsprovisions of this Agreement, (ii) the willful engaging by Employee in misconduct which, in and substantial failure to comply fully with the reasonable opinion lawful directives of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the CompanyBoard, (iii) substantial and willful misconduct, (iv) material neglect of the Company's business, (v) conviction of Employee of any a felony or the entry by Employee of any plea of nolo contendere in response to an indictment for a other crime involving moral turpitude, (vi) misappropriation of funds or (ivvii) habitual abuse of alcohol, narcotics or other controlled substances. In the breach by Employee case of a term or condition termination for "cause," the notice of this Agreement. For purposes of this paragraph, no act, or failure to act, on Employee's part termination 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 specify 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 basis for the Company's intention to terminate for Causedetermination of "cause"; provided, however, that in the case of conduct described in clauses (i), (ii), -------- ------- (iii) an opportunity and (iv) above, such conduct shall not constitute "cause" for Employee, together the purposes of this paragraph (c) unless (A) the Board shall have given the Employee notice setting forth with his counsel, specificity (1) the conduct deemed to be heard before constitute "cause," (2) reasonable action that would remedy the Boardobjectionable conduct, and (iii3) delivery to a reasonable time (not less than 5 days) within which the Employee of a Notice of Termination in accordance with Section 9(d)may take such remedial action, and (B) the Employee shall not have taken such specified remedial action within such specified reasonable time.

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 of Trustees 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 been provided an opportunity to be heard in person by the Board (with the assistance of the Executive's counsel if the Executive so desires). Neither an act nor a material adverse effect failure to act 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 EmployeeExecutive'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 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 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 within three (3) days after written notice to the Executive by the CEO or the Board, as the case may be, that the failure to follow the direction shall be grounds for termination of Executive's employment for Cause; (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), ) within three (3) days 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 breach of fiduciary duty with regard to the Company or performance of his duties hereunder other than any such act that is not intentional and is de minimis in nature; or (vi) the Executive's material 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 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 ” for termination will mean: (i) the willful and continued failure commission of an act of fraud, embezzlement or dishonesty 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 that has a material adverse impact on the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed his duties or obligations, any successor or affiliate thereof; (ii) the willful engaging a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; (iii) any unauthorized use or disclosure by Employee in of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; (iv) Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct whichon the part of Employee; (v) Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, in which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the reasonable opinion SVP – Commercial, CEO of any member of the Board stating with specificity the nature of the Companysuch failure, will have a material adverse effect on the reputation, operations, prospects refusal or business relations of the Company, neglect; or (iiivi) the conviction of Employee Employee’s 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 material provision of this Agreement. For purposes , Employee Handbook, Code of this paragraphEthical Business Conduct or the Employee Proprietary Information and Inventions Agreement referred to in Section 5(b); provided, no acthowever, or failure that prior to actthe determination that “Cause” has occurred, on Employee's part shall be considered "willful" unless done, or omitted to be done, by him not if the Board determines in good faith and without reasonable belief that his Employee’s action or omission was in breach is remediable, the best interest of the Company. Notwithstanding the foregoing, Employee Company shall not be deemed to have been terminated for Cause without the following (i1) reasonable notice provide to Employee setting forth in writing, in reasonable detail, the reasons for the Company's intention to terminate for determination that such “Cause” exists, (ii2) other than with respect to clause (v) above which specifies the applicable period of time for Employee to remedy her breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the Board, (3) provide Employee an opportunity for Employee, together with his counsel, to be heard before prior to the Board, final decision to terminate Employee’s employment hereunder for such “Cause” and (iii4) delivery to Employee of a Notice of Termination make any decision that such “Cause” exists in accordance with Section 9(d)good faith.

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 Board of Directors of the 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 conduct constituting a felony (other than traffic related offenses or as a result of vicarious liability); (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), for a 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes Employee the Executive has not substantially performed his duties for the Company 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 Coram; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company, Coram or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company or Coram; (vi) willfully violated his fiduciary duty or his duty of loyalty to the Company or Coram or the Company’s Code of Ethical Business Conduct in any material respect; (vii) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or Coram; or (viii) engaged in or committed any other material breach of this Agreement or the Letter Agreement for a 30-day period after written notification is delivered by Employee of a term or condition of the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of the above clauses (i), (v) and (vi) of this paragraphSection 3(d), no act, or failure to act, on Employee's the Executive’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith 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 or Coram. 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 ’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion of such officer signing the notice, the Executive has engaged in or committed conduct of the nature described in this Section 3(d), specifying the particulars thereof in detail and, further, providing the Executive a reasonable opportunity 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)respond.

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 her duties or obligations hereunder with the Company (other than any such failure resulting from Employee's her incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to her by the Company that Board, which demand specifically identifies the manner in which the Company Board believes Employee that she has not substantially performed his duties or obligations, her 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 Agreementher 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 her not in good faith and without the reasonable belief that his her 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 her 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) her and an opportunity for Employeeher , together with his her counsel, to be heard before such members of the Board), finding that she 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 (1)At any time during the Employment Period, the Company may terminate Employee's this Agreement and the Executive’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 of the following mean: (ia) the willful and continued failure by Employee of the Executive to perform substantially perform his duties or obligations hereunder and responsibilities for the Company (other than any such failure resulting from Employee's incapacity due to physical Executive’s death or mental illness), Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company that Company, which specifically identifies the manner in which the Company Board believes Employee that the Executive has not substantially performed his duties or obligationsand responsibilities, which willful and continued failure is not cured by the Executive within thirty (ii30) the willful engaging by Employee in misconduct which, in the reasonable opinion days of the Board his receipt of the Company, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company, such written demand; (iiib) the conviction of Employee of any felony of, or the entry by Employee of any plea of guilty or nolo contendere in response to an indictment for 5 to, a crime involving moral turpitude, felony; or (ivc) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the breach by Employee of a term Company. Termination under clauses (b) or condition (c) of this AgreementSection 11(c)(1) shall not be subject to cure. For (2)For purposes of this paragraphSection 11(c), no act, or failure to act, on Employee's the part of Executive shall be considered "“willful" ” unless done, or omitted to be done, by him not in good bad faith and without reasonable belief that his action or omission was in in, or not opposed to, the best interest of the CompanyCompany (including reputationally). Notwithstanding the foregoing, Employee shall not be deemed Prior 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 any termination for Cause, Executive will be given five (ii5) an opportunity for Employee, together business days written notice specifying the alleged Cause event and will be entitled to appear (with his counsel, to be heard ) before the Boardfull Board to present information regarding his views on the Cause event, and after such hearing, there is at least a majority vote of the full Board (iiiother than Executive) delivery to Employee terminate him for Cause. After providing the notice in foregoing sentence, the Board may suspend the Executive with full pay and benefits until a final determination pursuant to this Section 11 (c) has been made. (3)Upon termination of a Notice this Agreement for Cause, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any earned but unpaid Base Salary, reimbursement of Termination any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date and any accrued but unused vacation time through the termination date in accordance with Section 9(dCompany policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. (d).

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 (i) 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 incapacity due to physical your disability or mental illnessfrom termination by you 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 you have failed to resume substantial performance of your duties or obligationson a continuous basis within 14 days of receiving such demand, (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, otherwise or (iii) the your conviction of Employee of any a felony or which impairs your ability substantially to perform your duties with 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 AgreementCompany. For purposes of this paragraphSubsection 3(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 your action or omission was in the best interest of the Company. Failure to perform your duties with the Company during any period of disability shall not constitute Cause. 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 (i) after reasonable notice to Employee setting forth you and the reasons for the Company's intention to terminate for Cause, (ii) 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 conduct set forth above in clauses (i), (ii) or (iii) delivery to Employee of a Notice the first sentence of Termination this Subsection 3(b) and specifying the particulars thereof in accordance with Section 9(d)detail.

Cause. The Company may may, at any time, and in its sole discretion, terminate Employee's the employment of the Executive hereunder for Cause, effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause (or, if the termination is pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, the Company shall have "Cause" to terminate Employee's employment hereunder upon shall mean if the occurrence of any of the following Executive (i) the willful and continued failure by Employee fails or refuses to substantially perform his duties or obligations hereunder (other than act 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 material respect in which the Company believes Employee has not substantially performed his duties or obligations, (ii) the willful engaging by Employee in misconduct which, in accordance with the reasonable opinion and lawful directions of the Board of the Company, will have a material adverse effect on the reputation, operations, prospects Directors or business relations Chief Executive Officer of the CompanyCompany in a manner that would constitute an act of insubordination, provided, however, (iiiA) that in such case the conviction of Employee of any felony Company shall give Executive a Termination Notice specifying the directions the Executive failed to follow 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 material breach by Employee of a term or condition of this Agreement. For purposes , (B) the Executive shall have a reasonable period 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 time after the best interest date of the Company. Notwithstanding notice to cure such action, and (C) the foregoing, Employee Executive shall not be deemed to have been terminated for Cause without the following be in violation of this subpart (i) reasonable notice if she has come to Employee setting forth the reasons for reasonable, professional opinion that the Company's intention directions she has received and refused to terminate for Cause, follow are erroneous or inappropriate; (ii) an opportunity for Employeeis in continuing, together with his counselwillful, to be heard before the Board, and material breach of this Agreement; (iii) delivery to Employee has been convicted of a Notice felony; or (iv) has committed any act of fraud, misappropriation of funds or embezzlement in connection with her employment by the Company or any prior employment. During the cure period referred to in subsection (i), the Board of Directors of the Company may cause the Company to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company is deemed to have a potential negative affect on the Company as determined in good faith by the Board of Directors of the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company shall have no further obligations to the Executive hereunder after the Termination in accordance with Section 9(d)Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or except as otherwise provided by law.

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 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 willful 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 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).

Cause. The Company may terminate Employee's Xxx’x employment hereunder with Board approval during the term of this Agreement 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) Xxx being convicted of a felony; (ii) a willful action taken by Xxx in an intentional act of fraud, embezzlement, theft, or any other material violation of law that occurs during or in the course of employment in connection with his responsibilities; (iii) the willful and continued failure by Employee of Xxx to perform substantially perform his duties with Company or obligations hereunder its affiliates (other than any such failure resulting from Employee's incapacity due to physical or mental illnessDisability), after a written demand for substantial performance is delivered to Xxx by the Company that Board of Directors with specifically identifies the manner in which the Company believes Employee Board of Directors believe Xxx has not substantially performed his Xxx’x duties or obligations, (ii) the willful engaging by Employee in misconduct which, in the reasonable opinion and Xxx has not performed such duties within 30 days 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 turpitudesuch notice, or (iv) the breach willful engaging by Employee of a term Xxx in illegal conduct or condition of this Agreementgross misconduct which is materially and demonstrably injurious to Company. For purposes of this paragraphprovision, no act, act or failure to act, on Employee's the part of Xxx, shall be considered "“willful" ” unless it is done, or omitted to be done, by him not Xxx in good bad faith and or without reasonable belief that his Xxx’x 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 adopted by the foregoingBoard of Directors based upon the advice of counsel for Company shall be conclusively presumed to be done, Employee or omitted to be done, by Xxx in good faith and in the best interests of Company. The cessation of employment of Xxx shall not be deemed to by Cause unless and until there shall have been terminated delivered to Xxx a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors at a meeting held for Cause without the following that purpose (i) after reasonable notice is provided to Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) Xxx and Xxx is given an opportunity for Employeeopportunity, together with his counsel, to be heard before the BoardBoard of Directors), finding that, in the good faith opinion of the Board of Directors, Xxx is guilty of the conduct described in subparagraph (i), (ii), (iii), (iv) above, and (iii) delivery to Employee of a Notice of Termination specifying the particulars thereof in accordance with Section 9(d)detail.