Common use of Employment Termination Clause in Contracts

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six twenty (20) weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: mean any of (a) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Company’s Board of Directors that the Executive has (i) Executive’s dishonest statements engaged in dishonesty, willful misconduct or acts with respect gross negligence that has a material adverse effect on the Company, (ii) committed an act that materially injures or would reasonably be expected to materially injure the Company reputation, business or any affiliate business relationships of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct materially breached the terms of any restrictive covenants or insubordination confidentiality agreement with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, providedincluding either of the Restrictive Covenants Agreements (and not cured same within any cure period applicable to such covenants or confidentiality agreement); or (iv) failed or refused to comply in any material respect with the Company’s material policies or procedures and in a manner that materially injures or would reasonably be expected to materially injure the reputation, howeverbusiness or business relationships of the Company, provided that in the case of (iv) that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of was given written notice of such act violation or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice failure by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, Board and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) 30 days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and provided that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure periodBoard reasonably determines that such violation or failure is curable).

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall meanmean a finding by the Company’s Chief Executive Officer or the Board that the Executive: (i) Executiveperformed his duties, in the good faith opinion of the Company’s dishonest statements Chief Executive Officer or acts the Board, in a grossly negligent or reckless manner or with respect willful malfeasance; (ii) exhibited habitual drunkenness or engaged in substance abuse; (iii) committed any material violation of any state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination) or any material violation of any Company policy; (iv) willfully failed or refused to perform in the usual manner at the usual time those duties which he regularly and routinely performed in connection with the business of the Company or any affiliate of such other duties reasonably related to the capacity in which the Executive is employed hereunder which may be assigned to the Executive by the Company’s Chief Executive Officer or the Board; (v) performed any material action when specifically and reasonably instructed not to do so by the Company’s Chief Executive Officer or the Board; (vi) breached the Executive’s Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation Agreement or any current or prospective customers, suppliers, vendors or other third parties similar agreement with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (iivii) Executive’s conviction committed any fraud or used or appropriated for his personal use or benefit any funds, properties or opportunities of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following authorized by the Company’s delivery Chief Executive Officer or the Board to the Executive of written notice of such act be so used or omissionappropriated; or (ivviii) was convicted of any felony or any other crime related to the Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventionsemployment or involving moral turpitude. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution in the nature or scope of the Executive’s base compensationduties, other than in connection withresponsibilities, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Companyauthority; (ii) a material diminution in of the Executive’s duties, authority or responsibilitiesbase compensation; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iiiiv) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iiiiv) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twentytwenty (20) weeks in any 12-six weeksmonth period. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: mean any of (a) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Board that the Executive has (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results engaged in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in causes material harm to the Company or is would reasonably anticipated be expected to result in cause material harm to the Company, provided(ii) engaged in conduct that has materially injured, howeveror would reasonably be expected to materially injure, the reputation, business or business relationships of the Company, (iii) materially breached this Agreement or the Confidentiality Agreement, (iv) knowingly violated material written Company policies that have been provided to the Executive shall have in a manner that causes material harm to the Company or would reasonably be expected to cause material harm to the Company, and/or (v) failed to substantially perform the Executive’s duties (other than by reason of physical or mental illness or disability for a period of not less than ten three (103) days to cure consecutive months or in aggregate less than twenty (20) weeks in any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below12-month period), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth or was grossly negligent in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution performance of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each caseprior to terminating the Executive’s employment for Cause pursuant to Section 7(b)(iii), (iv), or (v), the Company shall have Board has first provided written notice to the Executive specifying with particularity the grounds supporting a for Cause termination and has granted the Executive a period of not less than thirty (30) days to cure cure. As of the Effective Date, the Board does not have knowledge of any act constituting Good Reason following facts that would support a termination of the Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure periodfor Cause.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six twenty (20) weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: mean any of (a) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Company’s Board of Directors that the Executive has (i) Executive’s dishonest statements engaged in dishonesty, willful misconduct or acts with respect gross negligence that has a material adverse effect on the Company, (ii) committed an act that materially injures or would reasonably be expected to materially injure the Company reputation, business or any affiliate business relationships of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct materially breached the terms of any restrictive covenants or insubordination confidentiality agreement with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, providedincluding the Restrictive Covenants Agreement (and not cured same within any cure period applicable to such covenants or confidentiality agreement); or (iv) failed or refused to comply in any material respect with the Company’s material policies or procedures and in a manner that materially injures or would reasonably be expected to materially injure the reputation, howeverbusiness or business relationships of the Company, provided that in the case of (iv) that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of was given written notice of such act violation or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice failure by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, Board and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) 30 days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and provided that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure periodBoard reasonably determines that such violation or failure is curable).

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10ten(10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitationnon-solicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and (a) By the Company. The Executive's employment may be terminated by -------------- the Company under any of the following circumstances: (i) upon the "Disability" of the Executive, defined as the inability of the Executive shall terminate upon the occurrence to perform his duties hereunder on a full-time basis by reason of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness incapacity, sickness or disability infirmity that prevents the Executive from performing the duties of the Executive’s position continues for a period of more than any three consecutive months 180 days or for periods aggregating more than twenty-six weeks180 days during any period of 365 consecutive days; (ii) for "Cause," as defined below; and (iii) for any other reason (a termination without "Cause"). The Company "Cause" means and shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. be limited to: (bA) At the election willful misappropriation of the Company, with funds or without “Cause” property of the Company or any of its Affiliated Companies (as defined below); (B) use of alcohol or illegal drugs interfering with the performance of an employee's obligations, immediately upon continuing after written notice by warning of such actions; (C) admission, confession, indictment or plea bargain to, or conviction of, a felony, or of any crime involving moral turpitude, dishonesty, theft, unethical or unlawful conduct; (D) commission of any willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of the Company or any of its Affiliated Companies or which may tend to bring the Executive. As used in this Agreementemployee or the Company or any of its Affiliated Companies into disrepute, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect the willful commission of any act which is a breach of an employee's fiduciary duties to the Company or any affiliate of its Affiliated Companies; and (E) commission of any act which constitutes a material breach of the policies of the Company, including but not limited to the disclosure of any confidential information or trade secrets pertaining to the Company or any current of its Affiliated Companies, or prospective customersany of their respective clients. For purposes of this paragraph, suppliers, vendors any act or other third parties with failure to act of the employee shall not be considered "willful" unless done or omitted to be done by the employee not in good faith and without reasonable belief that the employee's action or omission was in the best interest of the Company or any of its Affiliated Companies. Any determination of Cause shall be made by the Board in its sole discretion. The Company shall give the Executive notice of termination specifying which such entity does business that results of the foregoing provisions is applicable and (in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction case of clause (A) a felony or (B)) any misdemeanor involving moral turpitudethe factual basis therefor, deceitand the termination shall be effective upon the 30th business day after such notice is given (such day, dishonesty or fraud; (iii) Executive’s gross negligencethe "Date of Termination"). For purposes of this Agreement, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to term "Affiliated Companies" shall mean the Company, provided, however, that the Executive shall have a period Positano Partners Ltd. and any of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive their respective affiliates and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventionstheir respective businesses. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and (a) By the Company. The Executive's employment may be terminated by -------------- the Company under any of the following circumstances: (i) upon the "Disability" of the Executive, defined as the inability of the Executive shall terminate upon the occurrence to perform her duties hereunder on a full-time basis by reason of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness incapacity, sickness or disability infirmity that prevents the Executive from performing the duties of the Executive’s position continues for a period of more than any three consecutive months 180 days or for periods aggregating more than twenty-six weeks180 days during any period of 365 consecutive days; (ii) for "Cause," as defined below; and (iii) for any other reason (a termination without "Cause"). The Company "Cause" means and shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. be limited to: (bA) At the election willful misappropriation of the Company, with funds or without “Cause” property of the Company or any of its Affiliated Companies (as defined below); (B) use of alcohol or illegal drugs interfering with the performance of an employee's obligations, immediately upon continuing after written notice by warning of such actions; (C) admission, confession, indictment or plea bargain to, or conviction of, a felony, or of any crime involving moral turpitude, dishonesty, theft, unethical or unlawful conduct; (D) commission of any willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of the Company or any of its Affiliated Companies or which may tend to bring the Executive. As used in this Agreementemployee or the Company or any of its Affiliated Companies into disrepute, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect the willful commission of any act which is a breach of an employee's fiduciary duties to the Company or any affiliate of its Affiliated Companies; and (E) commission of any act which constitutes a material breach of the policies of the Company, including but not limited to the disclosure of any confidential information or trade secrets pertaining to the Company or any current of its Affiliated Companies, or prospective customersany of their respective clients. For purposes of this paragraph, suppliers, vendors any act or other third parties with failure to act of the employee shall not be considered "willful" unless done or omitted to be done by the employee not in good faith and without reasonable belief that the employee's action or omission was in the best interest of the Company or any of its Affiliated Companies. Any determination of Cause shall be made by the Board in its sole discretion. The Company shall give the Executive notice of termination specifying which such entity does business that results of the foregoing provisions is applicable and (in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction case of clause (A) a felony or (B)) any misdemeanor involving moral turpitudethe factual basis therefor, deceitand the termination shall be effective upon the 30th business day after such notice is given (such day, dishonesty or fraud; (iii) Executive’s gross negligencethe "Date of Termination"). For purposes of this Agreement, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to term "Affiliated Companies" shall mean the Company, provided, however, that the Executive shall have a period Positano Partners Ltd. and any of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive their respective affiliates and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventionstheir respective businesses. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitationnon-solicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months or for periods aggregating more than twenty-six twenty (20) weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein, provided, however, that Executive shall be permitted to challenge such a determination by submitting a certification from a healthcare provider stating that he is able to perform the duties of the job. In the event the Company disputes the certification, the Company and the Executive agree that the Executive shall be examined by an independent medical professional agreed upon by the parties for the purposes of determining his fitness for duty. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: mean any of (a) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Company’s Board of Directors that the Executive has (i) Executive’s dishonest statements engaged in dishonesty, willful misconduct or acts with respect gross negligence that has a material adverse effect on the Company, (ii) committed an act that materially injures or would reasonably be expected to materially injure the Company reputation, business or any affiliate business relationships of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct materially breached the terms of any restrictive covenants or insubordination confidentiality agreement with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, providedincluding either of the Restrictive Covenants Agreements (and not cured same within any cure period applicable to such covenants or confidentiality agreement); or (iv) failed or refused to comply in any material respect with the Company’s material policies or procedures and in a manner that materially injures or would reasonably be expected to materially injure the reputation, howeverbusiness or business relationships of the Company, provided that in the case of (iv) that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of was given written notice of such act violation or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice failure by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, Board and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) 30 days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and provided that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure periodBoard reasonably determines that such violation or failure is curable).

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent):): DocuSign Envelope ID: D84DAD84-6F6A-4E22-B758-E6A7CB2A970D (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iiiiv) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and (a) By the Company. The Executive's employment may be terminated -------------- by the Company under any of the following circumstances: (i) upon the "Disability" of the Executive, defined as the inability of the Executive shall terminate upon the occurrence to perform his duties hereunder on a full-time basis by reason of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness incapacity, sickness or disability infirmity that prevents the Executive from performing the duties of the Executive’s position continues for a period of more than any three consecutive months 180 days or for periods aggregating more than twenty-six weeks180 days during any period of 365 consecutive days; (ii) for "Cause," as defined below; and (iii) for any other reason (a termination without "Cause"). The Company "Cause" means and shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. be limited to: (bA) At the election willful misappropriation of the Company, with funds or without “Cause” property of the Company or any of its Affiliated Companies (as defined below); (B) use of alcohol or illegal drugs interfering with the performance of an employee's obligations, immediately upon continuing after written notice by warning of such actions; (C) admission, confession, indictment or plea bargain to, or conviction of, a felony, or of any crime involving moral turpitude, dishonesty, theft, unethical or unlawful conduct; (D) commission of any willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of the Company or any of its Affiliated Companies or which may tend to bring the Executive. As used in this Agreementemployee or the Company or any of its Affiliated Companies into disrepute, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect the willful commission of any act which is a breach of an employee's fiduciary duties to the Company or any affiliate of its Affiliated Companies; and (E) commission of any act which constitutes a material breach of the policies of the Company, including but not limited to the disclosure of any confidential information or trade secrets pertaining to the Company or any current of its Affiliated Companies, or prospective customersany of their respective clients. For purposes of this paragraph, suppliers, vendors any act or other third parties with failure to act of the employee shall not be considered "willful" unless done or omitted to be done by the employee not in good faith and without reasonable belief that the employee's action or omission was in the best interest of the Company or any of its Affiliated Companies. Any determination of Cause shall be made by the Board in its sole discretion. The Company shall give the Executive notice of termination specifying which such entity does business that results of the foregoing provisions is applicable and (in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction case of clause (A) a felony or (B)) any misdemeanor involving moral turpitudethe factual basis therefor, deceitand the termination shall be effective upon the 30th business day after such notice is given (such day, dishonesty or fraud; (iii) Executive’s gross negligencethe "Date of Termination"). For purposes of this Agreement, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to term "Affiliated Companies" shall mean the Company, provided, however, that the Executive shall have a period Positano Partners Ltd. and any of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive their respective affiliates and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventionstheir respective businesses. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall mean: (i) Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or (iv) Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; (ii) a material diminution in the Executive’s duties, authority or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive. As used in this Agreement, “Cause” shall meanmean a finding by the Board that the Executive: (i) Executive’s dishonest statements performed his duties, in the good faith opinion of the Board, in a grossly negligent or acts reckless manner or with respect willful malfeasance; (ii) exhibited habitual drunkenness or engaged in substance abuse; (iii) committed any material violation of any state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination) or any material violation of any Company policy; (iv) willfully failed or refused to perform in the usual manner at the usual time those duties which he regularly and routinely performed in connection with the business of the Company or such other duties reasonably related to the capacity in which the Executive is employed hereunder which may be assigned to the Executive by the Board; (v) performed any affiliate of material action when specifically and reasonably instructed not to do so by the CompanyBoard; (vi) breached the Executive’s Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation Agreement or any current or prospective customers, suppliers, vendors or other third parties similar agreement with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (iivii) Executive’s conviction committed any fraud or used or appropriated for his personal use or benefit any funds, properties or opportunities of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that results in not authorized by the Board to be so used or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omissionappropriated; or (ivviii) was convicted of any felony or any other crime related to the Executive’s material violation of any provision of any agreement(s) between the Executive and the Company relating to nonsolicitation, nondisclosure and/or assignment of inventionsemployment or involving moral turpitude. (c) At the election of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution in the nature or scope of the Executive’s base compensationduties, other than in connection withresponsibilities, and substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Companyauthority; (ii) a material diminution in of the Executive’s duties, authority or responsibilitiesbase compensation; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iiiiv) any material breach of this Agreement or any other agreement between the Company and the Executive by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure period.

Employment Termination. This Agreement and the The employment of the Executive Employee with the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: (a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (b) 4.1 At the election of the Company, with or without “for Cause” (as defined below), immediately upon written notice by the Company to the ExecutiveEmployee. As used in For purposes of this AgreementSection 4.1, “"Cause” shall mean: " means (i) Executive’s dishonest statements any breach by the Employee of this Agreement not cured within 15 days after notice thereof is sent by Company to Employee, except that no such notice need be sent more than twice in any twelve month period, (ii) any violation of any expressed lawful direction or acts with respect any reasonable rule or regulation established by the Company from time to time regarding the conduct of its business of which the Employee has notice, (iii) gross negligence or malfeasance by the Employee in the performance of his duties hereunder, (iv) the conviction of Employee for any felony or crime involving moral turpitude, (v) intoxication or illegal drug use or (vi) the intentional taking or intentional omission to take any other action or actions in the performance of his duties hereunder which cause or substantially contribute to the material deterioration in the business of the Company or any affiliate of its affiliates or is otherwise materially disruptive of its business or affairs, provided that (a) actions by the Employee in good faith with the consent of the Company, Chief Executive Officer of PCHC or any current or prospective customers, suppliers, vendors or other third parties with which such entity does pursuant to business that results plans approved by the Board of Employer shall not be deemed to be in or is reasonably anticipated to result in material harm to the Company; breach of this agreement; and (iia) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s gross negligence, willful misconduct or insubordination with respect to any action claimed by Employer to constitute "cause" other than the Company that results action in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten (10) days to cure any curable act or omission constituting Cause described in this Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or clause (iv) Executive’s material violation of any provision of any agreement(s) between above, the Executive and Employer must first give the Company relating to nonsolicitation, nondisclosure and/or assignment of inventions. (c) At the election Employee notice of the Executive, with or without “Good Reason” (as defined below), immediately upon written notice by facts alleged to constitute "cause" and an opportunity to cure the Executive same before taking action to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason)terminate this Agreement . As used in this Agreement, “Good Reason” shall mean (without the Executive’s consent): (i) a material diminution of the Executive’s base compensation, other than in connection with, and substantially proportionate to, reductions No waiver by the Company of the base compensation of all or substantially all senior executives any default by Employee by his engaging in any of the Company; (ii) a material diminution in the Executive’s duties, authority above acts or responsibilities; (iii) the Company’s requiring Executive to relocate Executive’s primary office more than fifty (50) miles from the Executive’s then-current primary office; or (iii) any material breach by him of his covenants and obligations under this Agreement shall be deemed a waiver of any future breach or any other agreement between the Company and the Executive by the Company default, whether or not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days such breach or default is of the action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company’s cure periodsame nature.