Common use of Employment Termination Clause in Contracts

Employment Termination. The employment of the Employee by the Partnership pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate): 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGC, for cause, immediately upon written notice by the Partnership to the Employee. For the purposes of this Section 4.2, "Cause" shall mean only (a) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement involving moral turpitude or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns of such event, and (ii) the Employee either (x) has not, within thirty (30) days following receipt of such notice, cured such event or (y) if such event cannot be cured within such thirty (30) day period, has not taken all reasonable steps to cure promptly after notice;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 11 hereof and if the term is not extended in accordance with Section 1 hereof, then the provisions of Section 4.4 hereof shall apply; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of failure of the Employee to perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.3 Upon the Partnership, death or ninety (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (3090) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, and the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (ii90) days, whether or not consecutive, during any three hundred sixty (360)-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticeprovided that if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company ---------------------- pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of continual failure of the Employee to perform his assigned duties for the Company, or dishonesty, gross negligence or willful misconduct related to the performance of the Employee's duties for the Company; (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty any felony; (c) Employee's habitual drunkenness, or the use, possession, distribution or being under the influence of alcohol or illegal substances or drugs in the workplace or in a manner otherwise affecting the Employee's performance of his duties for the Company (the only exception is that the Employee may consume alcohol reasonably and responsibly, if he so chooses, at legitimate business events and functions where alcohol is harmful legally available); or (d) the material breach by the Employee of any terms of this Agreement, which breach continues for 30 days subsequent to written notice from the Company to the PartnershipEmployee of the breach (unless such breach is not susceptible to cure, in which case termination shall be deemed to be immediate); 4.3 Upon the death or (b) gross negligence disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or willful misconduct in mental disability, for a period of 120 days, whether or not consecutive, during any 360-day period to perform the course services contemplated under this Agreement. A determination of his employment described herein; provided, however, that the Partnership may terminate disability shall be made by a physician satisfactory to both the Employee pursuant to subsection (b) above only and the Company; provided that if (i) the Partnership has provided -------- ---- the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns of such eventCompany do not agree on a physician, and (ii) the Employee either (x) has notand the Company shall each select a physician and such physicians together shall select a third physician, within thirty (30) days following receipt of such notice, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after notice;parties; or

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 11 hereof and if the term is not extended in accordance with Section 1 hereof, then the provisions of Section 4.4 hereof shall apply; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of failure of the Employee to perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.3 Upon the Partnership, death or ninety (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (3090) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, and the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (ii90) days, whether or not consecutive, during any three hundred sixty (360)-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either and the Company, provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 At the election of the Company, upon not less than six (x6) has not, within thirty (30) days following receipt months’ prior written notice of termination to the Employee. At the option of the Company and in lieu of such notice, cured the Company may pay to Employee an amount equal to (i) six (6) months’ salary computed on the basis of the then current Annual Base Salary plus (ii) any bonus to which Employee is entitled. If the Company elects to pay such amount in lieu of notice it shall, at the expense of the Company, continue Employee’s participation in all benefits programs including but not limited to medical, and life insurance programs provided by the Company to the Employee under Section 3.2 hereof on the date on which such amount is paid (the “Payment Date”) until a date six (6) months after the Payment Date. In the event that Employee commences employment or self-employment during the period the Company is making payments then the salary payment maybe reduced by the amount the Employee receives through employment or self-employment and the benefits will terminate on the date Employee becomes eligible to participate in the benefits program pursuant to employment or self-employment. The exercise of stock options and any modifications to the exercise period will be in accordance with the Company’s Amended and Restated Stock Option Plan. 4.5 At the election of the Employee, upon not less than six (y6) if such event cannot be cured within such thirty (30) day period, has not taken all reasonable steps months prior written notice of termination to cure promptly after notice;the Company.

Employment Termination. The employment of the Employee Executive by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the EmployeeExecutive. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of failure of the Executive to perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee Executive of, or the entry of a pleading of guilty or nolo contendere by the Employee Executive to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.3 Upon the Partnership, death or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and disability of the grounds Executive. As used in this Agreement, the term "disability" shall mean the inability of the Executive, due to a physical or mental disability, for such termination within thirty (30) days after a period of 90 days, whether or not consecutive, during any 360-day period to perform the Partnership learns services contemplated under this Agreement. A determination of such eventdisability shall be made by a physician satisfactory to both the Executive and the Company, PROVIDED THAT if the Executive and (ii) the Employee either (x) has notCompany do not agree on a physician, within thirty (30) days following receipt of such noticethe Executive and the Company shall each select a physician and these two together shall select a third physician, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) failure to cure a material breach by the Employee of the terms of this Agreement within twenty (20) days of receipt of written notice of such breach from the Company, dishonesty, gross negligence or willful misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.3 Upon the Partnership, death or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, and the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (ii90) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticeprovided that if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the CEO of the material failure of the Employee to perform his assigned duties for the Company, which failure is not cured within thirty (30) days after a written demand for performance is delivered to the Employee by the CEO which specifically identifies the manner in which the CEO believes that the Employee has not performed his duties; (b) the Employee's dishonesty, gross negligence or willful misconduct, or (c) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) any felony; 4.2 Thirty days after the Partnership learns death or disability of such eventthe Employee. As used in this Agreement, and (ii) the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticePROVIDED THAT if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 11 hereof and if the term is not extended in accordance with Section 1 hereof, then the provisions of Section 4.4 hereof shall apply; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of failure of the Employee to perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.3 Upon the Partnership, death or ninety (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (3090) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, and the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (ii90) days, whether or not consecutive, during any three hundred sixty (360)-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either and the Company, provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 At the election of the Company, upon not less than six (x6) has not, within thirty (30) days following receipt months’ prior written notice of termination to the Employee. At the option of the Company and in lieu of such notice, cured the Company may pay to Employee an amount equal to (i) six (6) months’ salary computed on the basis of the then current Annual Base Salary plus (ii) any bonus to which Employee is entitled. If the Company elects to pay such amount in lieu of notice it shall, at the expense of the Company, continue Employee’s participation in all benefits programs including but not limited to medical, and life insurance programs provided by the Company to the Employee under Section 3.2 hereof on the date on which such amount is paid (the “Payment Date”) until a date six (6) months after the Payment Date. In the event Employee’s termination is related to a “change of control” and occurs within one (1) year of such change of control, the notice or salary in lieu of notice and participation in the benefits program will be for twelve (y12) if such months. In the event canthat Employee commences employment or self-employment during the period the Company is making payments then the salary payment maybe reduced by the amount the Employee receives through employment or self-employment and the benefits will terminate on the date Employee becomes eligible to participate in the benefits program pursuant to employment or self-employment. The exercise of stock options and any modifications to the exercise period will be in accordance with the Company’s Amended and Restated Stock Option Plan. 4.5 At the election of the Employee, upon not be cured within such thirty less than six (306) day period, has not taken all reasonable steps months prior written notice of termination to cure promptly after notice;the Company.

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 11 hereof, and if the term is not extended in accordance with Section 1 hereof, then the provisions of Section 4.4 hereof shall apply; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of failure of the Employee to adequately perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful any felony; 4.3 One year (365 days) after the death or the disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (90) days, whether or not consecutive, during any three hundred sixty (360)-day period to perform the Partnership, or (b) gross negligence or willful misconduct in the course services contemplated under this Agreement. A determination of his employment described herein; provided, however, that the Partnership may terminate disability shall be made by a physician satisfactory to both the Employee pursuant to subsection (b) above only and the Company, provided that if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns of such eventCompany do not agree on a physician, and (ii) the Employee either (x) has notand the Company shall each select a physician and these two together shall select a third physician, within thirty (30) days following receipt of such notice, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any one of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for "cause, ," immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Causecause" for termination shall mean only be deemed to exist upon (a) a good faith finding by the Board of Directors of the Company (the "Board") of the continued material failure of the Employee to perform his assigned duties for the Company, which failure is not cured within sixty (60) days after a written demand for performance is delivered to the Employee by the Chairman of the Compensation Committee of the Board which specifically identifies the manner in which the Board believes that the Employee has not performed his duties; (b) the Employee's dishonesty, gross negligence or willful misconduct, or (c) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) any felony; 4.2 Thirty days after the Partnership learns death or disability of such eventthe Employee. As used in this Agreement, and (ii) the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticePROVIDED THAT if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of the material failure of the Employee to perform his assigned duties for the Company, which failure is not cured within thirty (30) days after a written demand for performance is delivered to the Employee by the Company which specifically identifies the manner in which the Company believes that the Employee has not performed his duties; (b) the Employee's dishonesty, gross negligence or willful misconduct, or (c) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) any felony; 4.2 Thirty days after the Partnership learns death or disability of such eventthe Employee. As used in this Agreement, and (ii) the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticePROVIDED THAT if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any one of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the CEO of the material failure of the Employee to perform his assigned duties for the Company, which failure is not cured within sixty (60) days after a written demand for performance is delivered to the Employee by the CEO which specifically identifies the manner in which the CEO believes that the Employee has not performed his duties; (b) the Employee's dishonesty, gross negligence or willful misconduct, or (c) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) any felony; 4.2 Thirty days after the Partnership learns death or disability of such eventthe Employee. As used in this Agreement, and (ii) the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticePROVIDED THAT if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Cause" “cause” for termination shall mean only be deemed to exist upon: (a) the conviction of the Employee of, or the entry of failure to cure a pleading of guilty or nolo contendere material breach by the Employee to, any felony committed during of the Term terms of this Agreement involving moral turpitude or dishonesty that is harmful to within thirty (30) days of receipt of written notice of such breach from the Partnership, or Company; (b) illegal use of possession by Employee of drugs or controlled substances; (c) malfeasance, reckless conduct, gross negligence or willful misconduct in relating to the course of his employment described hereinEmployee’s duties; provided, however, that or (d) the Partnership may terminate commission by the Employee pursuant to subsection (b) above only if (i) of, any crime involving moral turpitude, any felony, or any act of dishonesty or fraud against the Partnership has provided Company; 4.2 Upon the Employee with written notice of its intention to terminate and of the grounds for such termination within death or thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of one hundred and eighty (ii180) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.3 At the election of the Employee, upon not less than thirty (30) days following receipt prior written notice of such noticetermination; or 4.4 At the election of the Company, cured such event otherwise than (i) for cause, or (yii) if such event canpursuant to delivery by the Company of a notice not be cured within such to renew this Agreement for any additional term pursuant to Section 1, upon not less than thirty (30) day period, has not taken all reasonable steps to cure promptly after days prior written notice;.

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Causecause" for termination shall mean only be deemed to exist upon: (a) failure to perform the duties and meeting the aforementioned goals as the President after written notice of deficiency and an opportunity of at least thirty(30) days to remedy, or cure a material breach by the Employee of the terms of this Agreement within thirty (30) days of receipt of written notice of such breach from the Company; (b) dishonesty relating to the Employee's duties; (c) gross negligence or willful misconduct relating to the Employee's duties; or (d) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.2 Upon the Partnership, death or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for a period of one hundred and eighty (ii180) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.3 At the election of the Employee, after two years from the Commencement Date, unless the Company exercises its right to extend the term for an additional one year period, upon not less than thirty (30) days following receipt prior written notice of such noticetermination; or 4.4 At the election of the Company, cured such event or (y) if such event canafter two years from the Commencement Date, otherwise than for cause, upon not be cured within such less than thirty (30) day perioddays prior written notice. 4.5 At the election of the Employee, has not taken all reasonable steps for good reason, in the event the Employee is assigned to cure promptly after notice;a company office outside the Nashville, Tennessee metropolitan area.

Employment Termination. The employment of the Employee by the Partnership Company ---------------------- pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1, unless extended by the mutual agreement of the parties hereto; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only (a) the conviction of the Employee of, willful misconduct or the entry of a pleading of guilty or nolo contendere gross negligence by the Employee toor willful failure to perform his responsibilities in the best interest of the Company (provided, any felony committed during that except in the Term case of this Agreement involving moral turpitude or dishonesty that is harmful to criminal behavior the Partnership, Employee shall be given at least one written notice specifying the nature of his misconduct); or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate breach by the Employee pursuant of Sections 6, 7 or 16 of this Agreement, which breach continues for 30 days subsequent to subsection (b) above only if (i) written notice from the Partnership has provided Company to the Employee with written notice of its intention to terminate and of the grounds breach (unless such breach is not susceptible to cure, in which case termination shall be deemed to be immediate). 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for such termination within thirty (30) days after a period of 90 days, whether or not consecutive, during any 360-day period to perform the Partnership learns services contemplated under this Agreement. A determination of such event, and (ii) disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company; provided that if the Employee -------- ---- and the Company do not agree on a physician, within thirty (30) days following receipt of such noticethe Employee and the Company shall each select a physician and these two together shall select a third physician, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by the Partnership Company ---------------------- pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1;1 unless extended by the mutual agreement of the parties hereto. 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only (a) the conviction of the Employee of, willful misconduct or the entry of a pleading of guilty or nolo contendere gross negligence by the Employee toor willful failure to perform his responsibilities in the best interest of the Company (provided, any felony committed during that except in the Term case of this Agreement involving moral turpitude or dishonesty that is harmful to criminal behaviour, the Partnership, Employee shall be given at least one written notice specifying the nature of his misconduct); or (b) gross negligence or willful misconduct in the course breach of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant of Section 6 or 7 of this Agreement, which breach continues for 30 days subsequent to subsection (b) above only if (i) written notice from the Partnership has provided Company to the Employee with written notice of its intention to terminate and of the grounds breach (unless such breach is material and is not susceptible to cure, in which case termination shall be deemed to be immediate). 4.3 Upon the death or, at the election of the Company, upon the disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or mental disability, for such termination within thirty (30) days after a period of 90 days, whether or not consecutive, during any 360 day period to perform the Partnership learns services contemplated under this Agreement. A determination of such event, and (ii) disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company; provided that if the Employee and the Company do not agree upon a physician, within thirty (30) days following receipt of such noticethe Employee and the Company shall each select a physician and these two together shall select a third physician, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after noticeparties;

Employment Termination. The employment of the Employee by ---------------------- the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon either (a) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude that may reasonably be expected to have an adverse impact on the Company's reputation or dishonesty that is harmful to standing in the Partnershipcommunity or any felony, or (b) gross negligence or willful misconduct in connection with the course Employee's duties, or willful failure to perform his responsibilities in the best interest of his employment described hereinthe Company (including, without limitation, material breach by the Employee of this Agreement but not minor violations of rules and policies), except in cases involving the mental or physical incapacity or disability of the Employee; provided, provided however, that the Partnership Board may terminate the Employee Employee's employment pursuant to subsection (bSection 4.2(b) above only if (i) after the Partnership has provided failure by the Employee with written notice of its intention to terminate correct or cure, or to commence and of continue to pursue the grounds for correction or curing of, such termination refusals within thirty (30) days after the Partnership learns of such event, and (ii) receipt by the Employee either (x) has not, within thirty (30) days following receipt of written notice by the Board of each specific claim of any such notice, cured misconduct or failure. The Employee shall have the opportunity to appear before the Board to discuss such event or (y) if such event cannot be cured within written notice during such thirty (30) day period, has . "Willful misconduct" and "willful failure to perform" shall not include action or inaction on the part of the Employee which were taken or not taken all reasonable steps to cure promptly after noticein good faith by the Employee;

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause“Cause”, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "“Cause" ” for termination shall mean only be deemed to exist upon: (a) gross negligence or willful misconduct relating to the Employee’s duties, in either case, causing material economic harm to the Company, unless, in either case, the Employee believed in good faith that such action or non-action was in, or not opposed to, the best interest of the Company; or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement involving moral turpitude turpitude. 4.2 Upon the death or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of one hundred and eighty (ii180) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. 4.3 At the election of the Employee, with “Good Reason”, upon not less than thirty (30) days following receipt prior written notice. For purposes of this Agreement, “Good Reason” shall be deemed to exist if the Company (i) demotes the Employee from the position of the GlobalOptions/Xxxxx Xxx Xxxx Division Chief Executive Officer or such noticeother position as mutually agreed by the parties hereto, cured such event (ii) fails to pay the Base Salary (then in effect), the Separation Payment, or earned bonuses; (iii) reduces the Base Salary (then in effect) or materially reduces the anticipated bonuses, without the Employee’s consent; (iv) materially changes the Employee’s authority or responsibilities associated with the Employee’s position without his consent; (v) relocates the quarters of the Division outside of Washington, DC without the Employee’s consent; or (yvi) if such event canmaterially breaches this Agreement. 4.4 At the election of the Employee, without Good Reason, upon not be cured within such less than thirty (30) day perioddays prior written notice of termination; or 4.5 At the election of the Company, has otherwise than for Cause, upon not taken all reasonable steps to cure promptly after less than thirty (30) days prior written notice;.

Employment Termination. The employment of the Employee by the Partnership ---------------------- Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.2, "Cause" cause for termination shall mean only be deemed to exist upon (a) a good faith finding by the Company of continual failure of the Employee to perform his assigned duties for the Company, or dishonesty, gross negligence or willful misconduct related to the performance of the Employee's duties for the Company; (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty any felony; (c) Employee's habitual drunkenness, or the use, possession, distribution or being under the influence of alcohol or illegal substances or drugs in the workplace or in a manner otherwise affecting the Employee's performance of his duties for the Company (the only exception is that the Employee may consume alcohol reasonably and responsibly, if he so chooses, at legitimate business events and functions where alcohol is harmful legally available); or (d) the material breach by the Employee of any terms of this Agreement, which breach continues for 30 days subsequent to written notice from the Company to the PartnershipEmployee of the breach (unless such breach is not susceptible to cure, in which case termination shall be deemed to be immediate); 4.3 Upon the death or (b) gross negligence disability of the Employee. As used in this Agreement, the term "disability" shall mean the inability of the Employee, due to a physical or willful misconduct in mental disability, for a period of 120 days, whether or not consecutive, during any 360-day period to perform the course services contemplated under this Agreement. A determination of his employment described herein; provided, however, that the Partnership may terminate disability shall be made by a physician satisfactory to both the Employee pursuant to subsection (b) above only and the Company; provided that if (i) the Partnership has provided -------- ---- the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns of such eventCompany do not agree on a physician, and (ii) the Employee either (x) has notand the Company shall each select a physician and such physicians together shall select a third physician, within thirty (30) days following receipt of such notice, cured such event or (y) if such event cannot whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after notice;parties; or

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "Cause" “cause” for termination shall mean only be deemed to exist upon: (a) failure to perform the duties as the President or cure a material breach by the Employee of the terms of this Agreement within thirty (30) days of receipt of written notice of such breach from the Company; (b) dishonesty relating to the Employee’s duties; (c) gross negligence or willful misconduct relating to the Employee’s duties; or (d) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement crime involving moral turpitude or dishonesty that is harmful to any felony; 4.2 Upon the Partnership, death or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of one hundred and eighty (ii180) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.3 At the election of the Employee, after three years from the Commencement Date, unless the Company exercises its right to extend the term for an additional two year period, upon not less than thirty (30) days following receipt prior written notice of such noticetermination; or 4.4 At the election of the Company, cured such event or (y) if such event canafter three years from the Commencement Date, otherwise than for cause, upon not be cured within such less than thirty (30) day period, has not taken all reasonable steps to cure promptly after days prior written notice;.

Employment Termination. The employment of the Employee by the Partnership Company pursuant to this Agreement shall terminate upon the occurrence of any of the following (upon which termination the employment of the Employee by GGC shall also terminate):following: 4.1 Expiration of the Employment Period in accordance with Section 1; 4.2 At the election of GGCthe Company, for cause“Cause”, immediately upon written notice by the Partnership Company to the Employee. For the purposes of this Section 4.24.1, "“Cause" ” for termination shall mean only be deemed to exist upon: (a) gross negligence or willful misconduct relating to the Employee’s duties, in either case, causing material economic harm to the Company, unless, in either case, the Employee believed in good faith that such action or non-action was in, or not opposed to, the best interest of the Company; or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any felony committed during the Term of this Agreement involving moral turpitude turpitude. 4.2 Upon the death or dishonesty that is harmful to the Partnership, or (b) gross negligence or willful misconduct in the course of his employment described herein; provided, however, that the Partnership may terminate the Employee pursuant to subsection (b) above only if (i) the Partnership has provided the Employee with written notice of its intention to terminate and of the grounds for such termination within thirty (30) days after the Partnership learns disability of such eventthe Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of one hundred and eighty (ii180) days, regardless of whether consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Employee either (x) has notand the Company, within thirty (30) days following receipt of such noticeprovided that if the Employee and the Company do not agree on a physician, cured such event or (y) if such event cannot the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be cured within such thirty (30) day period, has not taken binding on all reasonable steps to cure promptly after notice;parties.