Common use of For Cause Clause in Contracts

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b))felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); , (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; , (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; , (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; , (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); , (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; , (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; , or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date that such written notice is given to the Executive.

For Cause. The Company may shall have "Cause" to terminate the Executive’s 's employment for Cause. For under this purpose, “Cause” means the occurrence of any of the following Agreement upon (iA) the Executive’s continuous willful and continued failure by the Executive to substantially perform his duties under this Agreement (other than any failure resulting from the Executive’s duties hereunder 's incapacity due to physical or mental illness) for thirty (unless such failure 30) days after written demand for substantial performance is a result of a Disability as defined delivered by the Company specifically identifying the manner in Section 6(b)); which the Company believes the Executive has not substantially performed his duties, or (iiB) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct willful engaging by the Executive as a result of which the Company is required to prepare an accounting restatement; in misconduct (vincluding embezzlement and criminal fraud) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily Company, or otherwise; (viiC) any material breach the willful violation by the Executive of the provisions of Section 9 [Certain Employment Obligations] 5 of this Agreement; , provided that the violation results in material injury to the Company, or (viiiD) the Executive’s conviction (including any plea of guilty or nolo contendere) the Executive of any criminal act involving frauda felony. For purposes of this paragraph, dishonesty, misappropriation or moral turpitudeno act, or which materially impairs failure to act, by the Executive’s ability Executive shall be considered "willful" unless done or omitted to perform be done, by him not in good faith and without reasonable belief that his action or her duties with omission was in the interest of the Company. A termination The Executive shall not be deemed to have been terminated for Cause unless and until there shall not take effect unless: (1) have been delivered to the Executive is given written notice a copy of a resolution, duly adopted by the Company affirmative vote of its intention a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after a reasonable notice to terminate the Executive and an opportunity for Cause; (2) him, together with his counsel, to be heard before the notice specifically identifies Board), finding that in the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days good faith opinion of the Company’s learning Board the Executive was guilty of such act conduct set forth above in clause (A), (B), (C) or acts or failure or failures to act(D) and specifying the particulars of the conduct in detail.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment this Agreement immediately for “Cause. .” For purposes of this purposeAgreement, “Cause” means shall be defined as: (1) Executive’s commission of fraud, misrepresentation, theft or embezzlement of Company assets; (2) Executive’s violations of law or of Company policies material to the occurrence performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to comply with any valid and legal directive of his/her supervisor; (4) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the following Company or its affiliates; (i5) Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs the Executive’s continuous failure 's ability to substantially perform services for the Executive’s duties hereunder (unless such failure is a result of a Disability as defined Company or results in Section 6(b))harm to the Company or its affiliates; (ii6) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the restrictive covenant obligations described in this Agreement or (7) the repeated failure to perform Executive’s improper use duties as required by Section 2 after written notice of such failure from Company (other than any such failure resulting from incapacity due to physical or disclosure of confidential or proprietary information of the Companymental illness); (vi) any intentional misconduct or illegal or grossly negligent conduct by provided, however, in the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by the Company and a lack of its intention adequate corrective action having been undertaken by Executive to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days reasonable satisfaction of the Company’s learning of , in its sole discretion, during such act or acts or failure or failures to actthirty (30) day cure period.

For Cause. The Company may terminate the Executive’s employment For Cause immediately upon written notice for Cause. For this purpose, “Cause” means the occurrence of any of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is x) commission of, or being indicted for, a result felony under U.S. or applicable state law, or (y) commission of a Disability as defined in Section 6(b)); misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s theftDuties and Responsibilities or any act of moral turpitude by Executive, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s commission of any act of theft, fraud or material failure to abide by the applicable code(s) of conduct or other policies (includingdishonesty, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct Executive’s willful failure to perform any reasonable duties assigned to him by the Chief Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Officer of the Company (including, without limitation, the or Executive’s improper use refusal or disclosure of confidential or proprietary information failure to follow the lawful directives of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to Company after written notice from the Company monetarily of, and 30 calendar days to cure, such refusal or otherwise; failure, (viiv) any material breach by the Executive of this Agreement or any other written agreement executed by Executive with the provisions Company or any of Section 9 [Certain Employment Obligations] its affiliates that is not cured within ten calendar days following written notice of this Agreement; or such breach, and (viiivi) the Executive’s conviction unlawful appropriation of a material corporate opportunity (“For Cause”). Upon termination of Executive’s employment For Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any plea rights under the Consolidated Omnibus Budget Reconciliation Act of guilty or nolo contendere1985, as amended (the payments and benefits described in subsections (A) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Company may shall have the right to terminate the Executive’s employment for CauseCause by providing Executive with a Notice of Termination. For purposes of this purposeAgreement, “Cause” means the occurrence of any of the following shall mean (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result willful misconduct or gross negligence of a Disability as defined material nature by Executive in Section 6(b))the performance of his duties; (ii) the Executive’s theftbeing convicted of, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Companypleading guilty or nolo contendere to a felony (other than a traffic violation); (iii) the Executive’s material failure to abide by willful theft or embezzlement from the applicable code(s) of conduct Company or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Companyits affiliates; (iv) knowing willful and substantial failure of Executive to perform his duties or intentional misconduct any other material breach by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible material provision of this Agreement, which is not cured (if curable) by Executive within thirty (30) days following his receipt of written notice thereof. For the purposes of this definition, no act, or intangible asset failure to act, on the part of Executive shall be considered “willful,” unless done, or corporate opportunity omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including, without limitationincluding reputationally). Notwithstanding the foregoing, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Company may not terminate Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unlessunless prior to such termination: (1x) the Executive is given five (5) business days written notice by specifying the Company alleged Cause event and is entitled to appear with counsel upon written request, made within five (5) business days of its intention receiving such notice, before a meeting of the full Board, which may be telephonic, within a reasonable time after such request to present information regarding his views on the Cause event, and (y) after such meeting or Executive’s failure to request such a meeting, there is a majority vote of the full Board (excluding Executive) to terminate the Executive for Cause; (2) . After providing the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicablein foregoing sentence, the notice is given within sixty days of Board may suspend Executive with full pay and benefits until a final determination has been made in accordance with the Company’s learning of such act or acts or failure or failures to actprocedures set forth above.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 20 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s 's employment hereunder for Cause. For purposes of this purposeAgreement, “the Company shall have "Cause” means " to terminate the occurrence of any Executive's employment hereunder upon a determination by at least a majority of the following members of the Board (other than Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive of such meeting, the purpose thereof and the particulars of the basis for such meeting and the Executive is given an opportunity, together with counsel, to be heard before the Board) that Executive (i) has committed fraud or misappropriated, stolen or embezzled funds or property from the Executive’s continuous failure Company or an affiliate of the Company or secured or attempted to substantially perform secure personally any profit in connection with any transaction entered into on behalf of the Executive’s duties hereunder (unless such failure is a result Company or any affiliate of a Disability as defined in Section 6(b)); the Company, (ii) the Executive’s thefthas been convicted of, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as entered a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or "nolo contenderecontendre" to, a felony which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Company's (or any affiliate of the Company) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board, willfully failed to perform (other than by reason of illness or temporary disability ) his material duties hereunder, (iv) has knowingly violated or breached any criminal act involving fraud, dishonesty, misappropriation material law or moral turpituderegulation to the material detriment of the Company or any affiliates of the Company or its business, or (v) has breached any non-competition, non-disclosure or non-solicitation agreement between Executive and the Company which materially impairs the Executive’s ability causes or is reasonably likely to perform his or her duties with cause material harm to the Company. A termination for Cause For purposes of this provision, no act or failure to act, on the part of the Executive, shall not take effect unless: (1) be considered "willful" unless it is done, or omitted to be done, by the Executive is in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given written pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Any notice of termination delivered by the Company to Executive that purports to notify Executive of its intention to terminate the Executive a termination for Cause; (2, but where the Company has not otherwise followed the procedures set forth in the definition of "Cause" above, shall be deemed to constitute a notice of termination without Cause pursuant to Section 7(d) hereof. Neither a notice from the Company to Executive that a meeting of the Board has been scheduled to determine whether grounds for a termination for "Cause" exist, nor the holding of such a meeting, shall itself be construed as a notice specifically identifies the particular act or acts or failure or failures to act which are the basis of termination for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actpurpose.

For Cause. The Company may terminate the Executive’s employment this Agreement immediately for “Cause. .” For purposes of this purposeAgreement, “Cause” means the occurrence of any of the following shall be defined as: (i1) the Executive’s continuous commission of fraud, misrepresentation, theft or embezzlement of Company assets; (2) Executive’s violations of law or of Company policies material to the performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to substantially perform the comply with any valid and legal directive of Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))supervisor; (ii4) the Executive’s theft, engagement in dishonesty, breach of fiduciary duty for personal profit illegal conduct, or falsification of any documents of the Companymisconduct, which is, in each case, injurious to Company or its affiliates; (iii5) the Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform services for Company or results in harm to Company or its affiliates; (6) Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of restrictive covenant obligations described in this Agreement; or or, (viii7) the repeated failure to perform Executive’s conviction duties as required by Section 2 after written notice of such failure from Company (including other than any plea of guilty such failure resulting from incapacity due to physical or nolo contendere) mental illness); provided, however, in the event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the Company reasonable satisfaction of Company, in its intention to terminate the Executive for Cause; sole discretion, during such thirty (230) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actday cure period.

For Cause. The Company Employment Term may terminate be terminated at any time at the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any option of the following Company for "Cause," as defined in this subsection (a), effective upon Notice of Termination, as defined in subsection (f), to Executive. As used in this Agreement, the term "Cause" means: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is 's conviction of, or plea of nolo contendere to, a result of a Disability as defined in Section 6(b))felony; (ii) the Executive’s theft, dishonesty, 's breach of fiduciary any legal duty for personal profit or falsification of any documents loyalty to the Company, misappropriation of the Company's funds, or dishonest, fraudulent, illegal or unethical business conduct; (iii) the Executive’s material 's failure to abide by satisfactorily perform his duties under this Agreement, which failure continues after notice from the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality Company and a reasonable workplace conduct) of the Companycure period; (iv) knowing Executive's breach of the obligations provided in sections 6, 7 or intentional misconduct by the Executive as a result 8 of which the Company is required to prepare an accounting restatementthis Agreement; (v) the Executive’s unauthorized use's illegal use of controlled substances, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct material breach of this Agreement by the Executive (other than one identified above) which is materially injurious to shall continue after notice from the Company monetarily or otherwise; and a reasonable cure period. Termination for Cause shall be effective immediately for those events described in subparagraphs (vii) any material breach i), (ii), (iv), and (v). Termination for Cause shall be effective immediately upon the giving of notice by the Company to Executive of the provisions continuance of Section 9 [Certain Employment Obligations] Executive's failure to perform or comply with respect to the items described in subparagraph (iii) above or the continuance of this Agreement; or a breach described in subparagraph (viiivi) above. In the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudevent that the Executive is purportedly terminated for cause and a court, dishonesty, misappropriation or moral turpitudearbitrator, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A other tribunal having jurisdiction determines that Cause was not present, then such purported termination for Cause shall not take effect unless: (1be deemed a termination without Cause pursuant to section 4(b) and Executive's rights and remedies will be governed by section 4(g) hereof, in full satisfaction and in lieu of any and all other or further remedies the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actmay have.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty (30) days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment relationship with Company for Cause. "cause" by action of at least a majority of the Company's Board of Directors, at a meeting duly called and held upon at least 30 days written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "cause" and at which meeting Executive and his counsel were entitled to be present and given adequate opportunity to be heard.. (a) For purposes of this purposeAgreement, termination of employment of Executive by the Company for “Causecause” means the occurrence of any of termination for the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result frequent and unjustifiable absenteeism, other than solely by reason of a Disability as defined in Section 6(b))his illness or physical or mental disability; (ii) failing to follow the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents reasonable instructions of the CompanyChairman; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is proven dishonesty materially injurious to the Company monetarily or otherwiseto its business, operations, assets or condition (an “Adverse Effect”); or gross violation of Company policy or procedure after being warned, notified, or Executive’s acknowledged, gross or willful misconduct, or willful neglect to act, which misconduct or neglect is committed or omitted by Executive in bad faith and had an Adverse Effect; or (viiiv) a failure by Executive to comply with any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] provision of this Agreement; , which failure is not cured (if capable of cure) within 30 days after receipt of written notice of such non-compliance by Executive. Action or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause inaction by Executive shall not take effect unless: (1) be considered "willful" unless done or omitted by him intentionally or not in good faith and without reasonable belief that his action or inaction was in the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days best interest of the Company’s learning , and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness. (b) Company shall have no obligation to Executive for Base Compensation or other form of compensation or benefits, except as otherwise required by law, other than (i) amounts accrued through the date of termination, and (ii) reimbursement of appropriately documented expenses incurred by Executive before the termination of employment, to the extent that Executive would have been entitled to such act or acts or failure or failures to actreimbursement but for the termination of employment.

For Cause. The Company Employer may terminate Executive's employment --------- immediately if, in the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any reasonable determination of the following Board of Directors or the compensation committee of the Board of Directors of Employer as set forth in an action of the Board of Directors or such committee setting forth in reasonable detail the reasons for such termination, (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure Executive engages in conduct that violates significant policies of Employer after Executive is a result notified by Employer that Executive is engaging in conduct that violates significant policies of a Disability as defined in Section 6(b))Employer; (ii) Executive fails to perform the essential functions of Executive’s theft, dishonesty, breach 's job (except for a failure resulting from a bona fide illness or incapacity) or fails to carry out Employer's reasonable directions with respect to material duties after Executive is notified by Employer that Executive is failing to perform these essential functions or failing to carry out the reasonable directions of fiduciary duty for personal profit or falsification of any documents of the CompanyEmployer; (iii) the Executive’s material failure to abide by the applicable code(s) Executive engages in embezzlement or misappropriation of conduct corporate funds or other policies acts of fraud, dishonesty or self- dealing, or commits a felony or any significant violation of any statutory or common law duty of loyalty to Employer; or (iv) Executive breaches a material provision of this Agreement (including, without limitationbut not limited to, policies relating the noncompete and nonsolicitation provisions in paragraph 6(c)), after Executive is notified by Employer that Executive has breached a material provision of this Agreement. Prior to confidentiality and reasonable workplace conductany termination of Executive for Cause pursuant to clauses (i), (ii) of the Company; or (iv) knowing of this subparagraph 5(C), Employer shall give Executive reasonable opportunity to remedy any condition, or intentional misconduct by the conduct, action or inaction of Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious giving rise to the Company monetarily violation or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act clause if such violation or acts or failure or failures to actbreach is remediable.

For Cause. The Company Employer may terminate Executive's employment --------- immediately if, in the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any reasonable determination of the following Board of Directors or the compensation committee of the Board of Directors of Employer as set forth in an action of the Board of Directors or such committee setting forth in reasonable detail the reasons for such termination, (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure Executive engages in conduct that violates significant policies of Employer after Executive is a result notified by Employer that Executive is engaging in conduct that violates significant policies of a Disability as defined in Section 6(b))Employer; (ii) Executive fails to perform the essential functions of Executive’s theft, dishonesty, breach 's job (except for a failure resulting from a bona fide illness or incapacity) or fails to carry out Employer's reasonable directions with respect to material duties after Executive is notified by Employer that Executive is failing to perform these essential functions or failing to carry out the reasonable directions of fiduciary duty for personal profit or falsification of any documents of the CompanyEmployer; (iii) the Executive’s material failure to abide by the applicable code(s) Executive engages in embezzlement or misappropriation of conduct corporate funds or other policies acts of fraud, dishonesty or self- dealing, or commits a felony or any significant violation of any statutory or common law duty of loyalty to Employer; or (iv) Executive breaches a material provision of this Agreement (including, without limitationbut not limited to, policies relating the noncompete and nonsolicitation provisions in paragraph 6(c)) after Executive is notified by Employer that Executive has breached a material provision of this Agreement. Prior to confidentiality and reasonable workplace conductany termination of Executive for Cause pursuant to clauses (i), (ii) of the Company; or (iv) knowing of this subparagraph 5(C), Employer shall give Executive reasonable opportunity to remedy any condition, or intentional misconduct by the conduct, action or inaction of Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious giving rise to the Company monetarily violation or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act clause if such violation or acts or failure or failures to actbreach is remediable.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the ExecutiveEmployee’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sEmployee which has a detrimental effect on the Company’s reputation or business, 5) Employee ‘s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within Sixty days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Employee’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion subject. Upon termination of any tangible or intangible asset or corporate opportunity of Employee ‘s employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may immediately and at any time, subject to the below provisions, terminate the Executive’s employment for CauseCause upon written notice to the Executive. For purposes of this purposeAgreement, the term “Cause” means the occurrence of any of the following shall mean (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, material breach of fiduciary duty for personal profit any written agreement between the Executive and the Company or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (affiliate, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of Executive’s obligations under this Agreement; (ii) intentional misconduct as an officer or employee of the Company (viiibut acts in the nature of bad business judgment shall not be considered “misconduct” for this purpose) or a material violation by the Executive of material written policies of the Company or specific written directions of the persons to whom the Executive reports and under whose direction the Executive is subject (other than any such failure resulting from the Executive’s short-term incapacity due to physical or mental illness, and provided further that if the Executive voluntarily terminates for Good Reason, such as his being unwilling to relocate more than one hundred (100) miles, this type of refusal shall not be deemed a violation of specific written directions for purposes of this clause (ii)); (iii) a breach of any fiduciary duty which the Executive owes to the Company in his capacity as an employee or officer; (iv) the conviction (including any or plea of guilty or nolo contendereno contest by the Executive with respect to (A) of any criminal act involving frauda felony or (B) embezzlement, dishonesty, misappropriation or a crime involving moral turpitude, or intentional and actual fraud; (v) the habitual use of illicit drugs or other illicit substances or the abuse of licit drugs or other substances; or (vi) an unexplained absence from work for more than ten (10) consecutive days in any twelve (12) month period (vacation, reasonable personal leave, reasonable sick leave and disability excepted). Except as provided in the following paragraph, for purposes of the above, if such circumstance is capable of being cured, “Cause” shall exist only after written notice has been delivered to the Executive describing the specified conduct at issue, with a declaration that such conduct constitutes, in the Company’s opinion, grounds for termination for Cause and describing the specific actions to be taken by the Executive to cure such conduct and either (Y) a reasonable opportunity has elapsed for the Executive to cure such conduct (which materially impairs cure period shall not be more than thirty (30) days) without correcting such conduct to the reasonable satisfaction of the Board, or (Z) the Executive repeats the conduct described in such notice after receipt of such notice. Notwithstanding the immediately preceding paragraph, the Executive’s ability employment will be deemed to perform have been terminated for Cause if it is determined subsequent to his or her duties termination of employment that grounds for termination of his employment for Cause existed at the time of his termination of employment. If the Executive’s employment with the Company. A termination for Cause shall not take effect unless: (1) the Executive Company is given written notice terminated by the Company of its intention for Cause pursuant to terminate this Section 13(a) then the Executive shall receive the then Base Salary through the effective date of termination, reimbursement for Cause; (2) any unreimbursed business expense properly incurred and documented by the notice specifically identifies Executive in accordance with Company policy prior to the particular act or acts or failure or failures date of the Executive’s termination, and any such benefits as to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of Executive may be entitled under the Company’s learning employee benefit plans and programs in accordance with their terms, including without limitation, benefits under Section 6 (the amounts described in this paragraph being referred to as the “Accrued Benefits”), all payable in accordance with usual and customary payroll practices or the terms of such act plans or acts or failure or failures programs, and the Company shall have no further compensation obligation hereunder with respect to actthe Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); , (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; , (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; , (iv) knowing or intentional misconduct by the Executive within the scope of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 as a result of which the Company is required to prepare an accounting restatement; , (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); , (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; , (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; , or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company This Agreement may terminate be terminated by the Executive’s employment Board of Directors of the Bank for "Cause. For this purpose, “Cause” means the occurrence of " for any of the following reasons: (a) failure of Executive to follow reasonable written instructions or policies of the Board of Directors of the Bank; (b) gross negligence or willful misconduct of Executive materially damaging to the business of the Bank; (c) conviction of Executive of a crime involving breach of trust, moral turpitude, theft or fraud; (d) the failure by the Executive to perform substantially his duties other than any failure resulting from incapacity due to physical or mental illness; (e) willful commission of (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); acts involving dishonesty or fraud or (ii) acts causing harm to the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; Bank; (iiif) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct a willful misrepresentation by the Executive as a result to the stockholders or the Board of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Directors of the Company Bank which causes substantial injury to the Bank; or (including, without limitation, g) a request by any state or federal authority regulating the Executive’s improper use or disclosure of confidential or proprietary information Bank that the Executive be removed from his office as President and/or Chief Executive Officer of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] Bank. For purposes of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitudeno act, or which materially impairs failure to act, on the Executive’s ability part of the Executive shall be considered "willful" unless done, or omitted to perform be done, by him not in good faith and without reasonable belief that his action or her duties with omission was in the Companybest interest of the Bank and the stockholders of the Bank. A The Bank shall notify the Executive in writing of the specific reasons for the termination for Cause shall not take effect unless: (1) "Cause" and the Executive will be allowed thirty (30) days to reply in writing to the accusation before any termination for "Cause". If the Employee is given written notice by terminated for "Cause," he shall receive only his salary and any other amounts due to him from the Company Bank (whether pursuant to benefit plans or otherwise) through the date of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate At the election of the Company, the Executive’s employment may be terminated at any time for CauseCause (as defined below) upon written notice to the Executive given pursuant to Section 12 of this Agreement. For purposes of this purposeAgreement, “Cause” means for termination shall mean that Executive: (A) the occurrence failure of Executive to perform any of Executive’s duties or other obligations under this Agreement to the reasonable satisfaction of the Board of Directors or the Chief Executive Officer, which remains uncured for 15 calendar days after a written demand for performance is delivered to Executive by the Board of Directors or the Chief Executive Officer of Company that specifically identifies the manner in which the Board of Directors or the Chief Executive Officer believes that Executive has not performed Executive’s duties or other obligations. Executive shall have the right to cure such failure if such failure can be cured within the 15-day cure period, prior to any final termination; (B) Executive’s indictment for, or conviction of, a crime involving moral turpitude whether or not relating to Company; (C) gross negligence or willful misconduct by Executive in the performance of any of his duties or other obligations under this Agreement; (D) the association, directly or indirectly, of Executive for his profit or financial benefit with any person, firm, partnership, association, corporation or other entity that competes with Company; (E) the disclosing or using of any material Confidential Information (as hereinafter defined) of Company at any time by Executive, except as required in connection with his duties to Company; (F) the breach by Executive of his fiduciary duty or duty of trust to Company, including, but not limited to, the commission by Executive of an act of fraud or embezzlement against Company; (G) chronic absenteeism; (H) violation of the Company's substance abuse policy; (I) misconduct or dishonesty toward or involving Company, which misconduct or dishonesty is injurious to the Company, monetarily or otherwise; or (J) any other material breach by Executive of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit terms or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea , which other material breach is not cured within ten business days of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment hereunder for CauseCause (as defined below) and all of the Executive’s rights to payments (other than salary payments for services already rendered and expenses incurred through the date of such termination) and any other benefits otherwise due hereunder shall cease immediately and there shall be no additional vesting of Profits Interests. For this purpose, The Company shall have “Cause” means for termination of the occurrence of Executive if any of the following has occurred: (a) (i) material dishonesty in the Executive’s continuous failure to substantially perform performance of the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); or (ii) the Executive’s theftfailure, dishonestywhether willful, breach of fiduciary duty for personal profit intentional or falsification of any documents of the Company; grossly negligent, to perform his duties hereunder (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive than as a result of which a Disability); (b) willful misconduct in connection with the Company is required to prepare an accounting restatement; (v) performance of the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company duties hereunder; (including, without limitation, the c) Executive’s improper use conviction of, or disclosure entering a plea of confidential guilty or proprietary information of the Company); nolo contendere to, a crime that constitutes a felony, or with respect to a misdemeanor involving moral turpitude; (vid) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any a material breach by the Executive of any material covenant or provision contained in (i) this Agreement or (ii) the provisions of Section 9 [Certain Employment Obligations] Employee Confidentiality Agreement and Restrictive Covenants executed by the Executive and the Company concurrently with their execution and delivery of this Agreement; or Agreement and attached hereto as Exhibit A; (viiie) the Company, after reasonable investigation, finds that the Executive has violated any material written policies of the Company, including, but not limited to, any code of conduct or ethics policies, or policies pertaining to harassment or discrimination; (f) a willful failure or refusal by the Executive to comply with a written directive from the Company or the Board (unless such directive represents an illegal act); or (g) a confirmed positive illegal drug test for the Executive; provided, however, that none of the foregoing shall constitute Cause unless the Company first provides Executive with written notice referencing this provision and describing the grounds that the Company believes constitutes Cause and Executive fails to cure such grounds within thirty (30) days after receipt of such written notice (except in the case of matters which the Board reasonably determines in good faith are not able to be cured in which case Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days be effective immediately upon his receipt of the written Cause notice from the Company’s learning of such act or acts or failure or failures to act).

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any crime involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a material detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty days following written notice of such breach, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) material misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company for cause or lack of financial performance (including, without limitationas defined below), the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary, accrued bonuses, and accrued vacation, to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudtermination thereof, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the and provide such benefits as Executive is given written notice by the Company entitled to as a matter of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actlaw.

For Cause. The For purposes of this Agreement, your employment may be terminated by the Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the occurrence of one or more of the following: 3 i. your refusal, or inability to satisfactorily, in the judgment or your supervisor, perform in any material respect your duties and responsibilities for the Company is required (other than any such failure resulting from incapacity due to prepare an accounting restatementphysical or mental illness); ii. willful failure to comply with any valid and legal directive of the Company or the board; iii. engagement in dishonesty or conduct (v) illegal or otherwise), which is, in each case, materially injurious, or brings public disgrace or disrepute, to the Executive’s unauthorized useCompany or its affiliates; iv. embezzlement, misappropriation, destruction or diversion of any tangible fraud, whether or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of not related to your employment with the Company); (vi) any intentional misconduct v. conviction of or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contenderecontendere to a crime that constitutes a felony (or state law equivalent) of any criminal act or a crime that constitutes a misdemeanor involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company; vi. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days material violation of the Company’s learning written policies or codes of such act conduct, including, but not limited to, written policies related to discrimination, harassment, performance of illegal or acts unethical activities, and ethical misconduct; vii. unauthorized disclosure of the Company’s Proprietary Information (as defined in the Confidentiality Agreement) and/or other confidential, proprietary, and/or trade secret information; or failure viii. material breach of any material obligation under this Agreement or failures any other written agreement between you and the Company. In the event your employment is terminated by the Company for Cause you will be entitled only to actyour Accrued Pay and you will be entitled to no other compensation from the Company.

For Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this purposeAgreement, “Cause” means the occurrence of any of the following shall mean (i) the Executive’s continuous failure conviction of Executive for committing an act of fraud, embezzlement, theft or other act constituting a crime or the guilty or nolo contendere plea of Executive to substantially perform the Executive’s duties hereunder (unless any such failure is a result of a Disability as defined in Section 6(b))crime; (ii) the Executive’s theft, dishonesty, fraudulent conduct or an act of dishonesty or breach of fiduciary duty for personal profit trust on the part of Executive in connection with the business of Company or falsification any of any documents of the Companyits affiliates or subsidiaries; (iii) the Executive’s material failure violation of any Company policy of which Executive is aware and is given a period of ten (10) days’ prior written notice and opportunity to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Companycure during such period; (iv) knowing failure, neglect, or intentional misconduct refusal by the Executive to engage in diligent efforts to properly discharge, perform or observe any or all of Executive’s job duties for any reason other than Company’s material breach of this Agreement or Executive’s Permanent Disability (as a result of defined herein), which the failure, neglect, or refusal continues after Company is provides ten (10) days’ prior written notice to Executive; provided, however, Company shall not be required to prepare an accounting restatementdeliver any such notice under this subpart (iv) on more than one (1) occasion for each year of the Employment Period; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity breach of the Company Non-Competition, Non-Solicitation and Trade Secret Agreement attached as Exhibit J to the Purchase Agreement (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company“Non-competition Agreement”); (vi) any intentional misconduct or illegal or grossly negligent conduct by uncured breach of the Executive Employee Proprietary Information and Inventions Agreement which is materially injurious results in damage to the Company monetarily or otherwiseCompany, attached as Exhibit A to this Agreement (the “Proprietary Information Agreement”); and (vii) any material other breach or failure by the Executive to comply with any of the provisions of Section 9 [Certain Employment Obligations] this Agreement applicable to him and which is not remedied within ten (10) days after written notice thereof from Company. The parties acknowledge that this definition of this Agreement; or (viii) “Cause” is not intended and does not apply to any aspect of the relationship between Company and any of its employees, including Executive, beyond determining Executive’s conviction eligibility for the Without Cause Severance Payments (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actas defined herein).

For Cause. The Company may terminate For purpose of this Agreement, "Cause" shall mean (A) the Executive’s employment for Cause. For this purpose, “Cause” means willful and continued failure by the occurrence of Executive (other than any of the following such failure resulting from (i1) the Executive’s continuous 's incapacity due to physical or mental illness or death, (2) any such actual or anticipated failure to substantially perform after the issuance of a Notice of Termination by the Executive for Good Reason, or (3) the Company's active or passive obstruction of the performance of the Executive’s 's duties hereunder (unless such failure is a result and responsibilities) to perform substantially the duties and responsibilities of a Disability as defined in Section 6(b)); (ii) the Executive’s theft's position with the Company after a written demand for substantial performance, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents signed by a majority of the Company's Board of Directors, is delivered to the Executive, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties or responsibilities; (iiiB) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) conviction of the CompanyExecutive by a court of competent jurisdiction for felony criminal conduct; (ivC) knowing or intentional misconduct the willful engaging by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction in fraud or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive dishonesty which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise; (viiD) any the Executive's violation of Section 7 of this Agreement (other than violations of Section 7(a) that are both inadvertent and immaterial); or (E) a material breach involving fraud or bad faith by the Executive of the provisions terms, conditions, representations or warranties of Section 9 [Certain Employment Obligations] the Agreement and Plan of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudMerger, dishonestydated March 25, misappropriation or moral turpitude1999, or which materially impairs the Executive’s ability to perform his or her duties with by and among the Company. A termination for Cause shall not take effect unless: (1) , the Executive is given written notice and the other parties named therein (the "Xxxxxx-Xxxx Merger Agreement") which breach has not been cured by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty 30 days of the Company’s learning 's written notice to the Executive of such breach. No act, or failure to act, on the Executive's part shall be deemed "willful" unless committed, or omitted by the Executive in bad faith and without a reasonable belief that the Executive's act or acts or failure or failures to actact was in the best interest of the Company. The Executive shall not be terminated for Cause unless and until the Company shall have delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of NEBS' Board of Directors at a meeting of said Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard by said Board), finding that, in the good faith opinion of said Board, the Executive's conduct was Cause and specifying the particulars thereof in detail.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice for any of the following reasons: (i) Executive’s (x) commission of, or being indicted for, a felony under U.S. or applicable state law, or (y) commission of a misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s Duties and Responsibilities or any act of moral turpitude by Executive, (iii) Executive’s commission of any act of theft, fraud or material dishonesty, (iv) Executive’s willful failure to perform any reasonable duties assigned to him by the Board or Executive’s refusal or failure to follow the lawful directives of the Board after written notice from the Company of, and 30 calendar days to cure, such refusal or failure, (v) any material breach by Executive of this Agreement or any other written agreement executed by Executive with the Company or any of its affiliates that is not cured within ten calendar days following written notice of such breach, and (vi) Executive’s unlawful appropriation of a material corporate opportunity (“Cause”). Upon termination of Executive’s employment for Cause. For this purpose, “Cause” means the occurrence Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theftBenefit Plan, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality any rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the payments and reasonable workplace conductbenefits described in subsections (A) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii's confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, 5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within [10] days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. This Agreement may be terminated at any time by the Company, effective immediately upon written notice to the Employee for Cause and all of the Employee's rights to payments (other than salary payment for services already rendered, bonus payments for fiscal years that have ended, and reimbursements for expenses incurred, through the date of such termination) and any other benefits otherwise due hereunder shall cease immediately. The Company may terminate shall have "Cause" for termination of the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of Employee if any of the following has occurred: (ia) Employee continues to fail to perform substantially his duties hereunder (other than as a result of a Disability) following a written demand therefore by the Executive’s continuous Company not less than thirty (30) days prior to the effective date of termination, provided that a policy disagreement that does not involve a failure to substantially perform requested duties shall not constitute "Cause" hereunder; (b) Employee is engaged in dishonesty or gross negligence in the performance of Executive’s 's duties hereunder hereunder; (unless such failure is c) Employee commits an act or acts constituting a result of a Disability as defined in Section 6(b)); (ii) felony under the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents laws of the Company; United States or any state thereof; (iiid) Employee commits a willful act or omission (other than a lawful business decision, or an act or omission in furtherance thereof, that is within the Executive’s material failure scope of Employee's authority hereunder) which is materially injurious to abide by the applicable code(s) of conduct financial condition or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity business reputation of the Company or any of its subsidiaries; or (e) Employee breaches any provision or covenant contained in this Agreement, including, without limitation, the Executive’s improper use covenants contained in Sections 5 and 6, or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] other part of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 60days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the ExecutiveCompany shall pay the executive 3 month’s improper use or disclosure base salary upon notice of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious termination, all accrued but unpaid base salary, and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate At the election of the Company, Executive’s employment and this Agreement may be terminated for CauseCause immediately upon written notice to Executive. For this purpose, “Cause” means shall mean the occurrence of any of the following events, as determined by the Company and/or the Board in its and/or their sole and absolute discretion: (i) the Executive’s continuous failure willful refusal by Executive to substantially perform his material duties or obligations under this Agreement or to follow lawful directions received by Executive from the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))Board; (ii) any grossly negligent act by Executive having the Executive’s theft, dishonesty, breach effect of fiduciary duty for personal profit materially injuring (whether financially or falsification of any documents otherwise) the business or reputation of the CompanyCompany or any willful act by Executive intended to cause such material injury, except any acts (A) made by Executive in connection with the enforcement of his rights, whether under this Agreement, any other agreement between the Company or any affiliate and Executive, or pursuant to applicable law (e.g. disparagement, etc.) or (B) which are required by law or pursuant to a subpoena or demand by a governmental or regulatory body; (iii) the Executive’s material failure to abide indictment of any felony involving moral turpitude (including entry of a nolo contendere plea); (iv) the determination, after a reasonable and good-faith investigation by a third-party or law firm engaged by the applicable code(s) of conduct or other policies Company, that the Executive engaged in discrimination prohibited by law (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing age, sex or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatementrace discrimination); (v) the Executive’s unauthorized use, misappropriation, destruction material misappropriation or diversion embezzlement of any tangible or intangible asset or corporate opportunity the property of the Company or its Affiliates (including, without limitation, the Executive’s improper use whether or disclosure not a misdemeanor or felony); or (vi) material breach by Executive of confidential or proprietary information this Agreement and/or of the Company)’s confidential information or other non-disclosure agreement to which Executive is a party; (vi) provided, however, that, any intentional misconduct or illegal or grossly negligent conduct by the such termination of Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination shall only be deemed for Cause shall not take effect unlesspursuant to this definition if: (1) the Company gives the Executive is given written notice by of the Company of its intention condition(s) alleged to terminate the Executive for constitute Cause, which notice shall describe such condition(s); and (2) the notice specifically identifies the particular act or acts or failure or failures Executive fails to act which are the basis for remedy such termination; and condition(s) (3if curable) where practicable, the notice is given within sixty thirty (30) days following receipt of the Company’s learning of such act or acts or failure or failures to actwritten notice.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within five (5) business days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid Base Salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Immediately upon written notice by the Company may terminate to the Executive of a termination for Cause, provided such notice is given within ninety (90) days after the discovery by the Board of the Cause event and has been approved by at least two-thirds of the directors then in office (other than the Executive’s employment ) at a meeting at which the Executive and his counsel had the right to appear and address after receiving at least five (5) business days written notice of the meeting and reasonable detail of the facts and circumstances claimed to provide a basis for Causesuch termination. For this purpose, “Cause” means the occurrence of any of the following shall mean: (i) an act or acts of willful and material misrepresentation, fraud or willful dishonesty (other than good faith expense account disputes) by the Executive’s continuous failure Executive which is intended to substantially perform result in his substantial personal enrichment at the Executive’s duties hereunder (unless such failure is a result expense of a Disability as defined in Section 6(b))the Company; (ii) any willful misconduct by the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of Executive with regard to the Company that has a material adverse impact on the Company; (iii) the Executive’s material failure to abide any material, willful and knowing violation by the applicable code(s) Executive of conduct or other policies (including, without limitation, policies relating any fiduciary duties owed by him to confidentiality and reasonable workplace conduct) of the Company which has a material adverse impact on the Company; (iv) knowing the Executive’s conviction of, or intentional misconduct by the Executive pleading nolo contendere or guilty to, a felony (other than (x) a traffic infraction or (y) vicarious liability solely as a result of which his position provided that the Company is required Executive did not have actual knowledge of the actions or inactions creating the violation of the law or the Executive relied in good faith on the advice of counsel with regard to prepare an accounting restatementthe legality of such action or inaction); or (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any other material breach by the Executive of this Agreement that is not cured by the provisions Executive within twenty (20) days after receipt by the Executive of Section 9 [Certain Employment Obligations] a written notice from the Company of this Agreement; such breach specifying the details thereof. No action or (viii) inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive’s conviction (including any plea Executive in good faith as not being adverse to the best interests of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by Reference in this Section 5.3 to the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; shall also include direct and (3) where practicable, the notice is given within sixty days indirect subsidiaries of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment For Cause immediately upon written notice for Cause. For this purpose, “Cause” means the occurrence of any of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is x) commission of, or being indicted for, a result felony under U.S. or applicable state law, or (y) commission of a Disability as defined in Section 6(b)); misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s theftDuties and Responsibilities or any act of moral turpitude by Executive, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s commission of any act of theft, fraud or material failure to abide by the applicable code(s) of conduct or other policies (includingdishonesty, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct Executive’s willful failure to perform any reasonable duties assigned to her by the Chief Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Officer of the Company (including, without limitation, the or Executive’s improper use refusal or disclosure of confidential or proprietary information failure to follow the lawful directives of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to Company after written notice from the Company monetarily of, and 30 calendar days to cure, such refusal or otherwise; failure, (viiv) any material breach by the Executive of this Agreement or any other written agreement executed by Executive with the provisions Company or any of Section 9 [Certain Employment Obligations] its affiliates that is not cured within ten calendar days following written notice of this Agreement; or such breach, and (viiivi) the Executive’s conviction unlawful appropriation of a material corporate opportunity (“For Cause”). Upon termination of Executive’s employment For Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any plea rights under the Consolidated Omnibus Budget Reconciliation Act of guilty or nolo contendere1985, as amended (the payments and benefits described in subsections (A) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Company may terminate the Executive’s employment at any time for Cause (as defined below); provided, however, with respect to subsections 3(a)(i) and (vi), before terminating the Executive for Cause, the Company shall be required first to give the Executive written notice of any alleged violation of said provision and a period of fifteen (15) days after receipt of such notice to cure such violation. For the purposes of this purposeAgreement, “Cause” means shall mean the occurrence of any one or more of the following following: (i) habitual drunkenness or any substance abuse which adversely affects the Executive’s continuous failure to substantially perform performance of the Executive’s duties hereunder job responsibilities, (unless ii) commission of a felony, (iii) dishonesty materially relating to the Executive’s employment, (iv) personal misconduct by the Executive which would cause the Company to violate any state or federal law relating to sexual harassment, sex or other prohibited discrimination, or any intentional violation of any written policy of the Company or any successor entity adopted in respect to any such failure is law, (v) conduct in the performance of the Executive’s employment which the Executive knows or should reasonably be expected to know (either as a result of a Disability as defined prior warning by the Company, custom within the industry or the flagrant nature of the conduct) DIGITALTOWN – MONSTER EMPLOYMENT AGREEMENT - 2 violates applicable law or causes the Company to violate applicable law in Section 6(b)); any material respect, (iivi) failure to follow the lawful instructions of the Board, provided compliance with such instructions was within the scope of the Executive’s theftduties, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iiivii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional internal misconduct by the Executive as a result of which would cause the Company is to violate any state or federal laws with regard to securities filings, including but not limited to filings required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; U.S. Securities and Exchange Commission, or (viii) knowing and intentional violation of any confidentiality, non-competition, non-solicitation or non-association provision at any time applicable to the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may immediately terminate this Agreement and the Executive’s employment hereunder for Cause. For this purpose, “Cause” means cause by delivery of written notice to the Executive upon a determination by the Board of the occurrence of any of the following events (a termination for “Cause”): (i) the Executive’s continuous material failure of the Executive to substantially perform his duties with respect to the Company Group or the Executive’s duties hereunder (unless such failure is a result to comply with any reasonable lawful directives of a Disability as defined in Section 6(b)); the Board; (ii) gross negligence, recklessness or willful misconduct by the Executive’s theft, dishonesty, breach Executive in the performance of fiduciary duty for personal profit his duties or falsification of any documents of otherwise with respect to the Company; Company Group; (iii) the ExecutiveExecutive perpetrates a fraud, theft, or embezzlement, or misappropriation of funds against or affecting any member of the Company Group or any affiliate, customer, client, agent, creditor, equityholder or employee of any member of the Company Group; (iv) the Executive commits a material breach of this Agreement, any other organizational document of any member of the Company Group or any other agreement or contract with any member of the Company Group or any affiliate thereof to which he is a party, including the Company’s long term incentive plan and any award agreements thereunder (it being understood that any breach or violation of a restrictive covenant set forth under any such agreement or contract shall be considered materials); (v) the Executive is charged with, convicted of, or enters a plea of guilty or nolo contendere to, (A) a felony or (B) a crime involving fraud, embezzlement, theft, other financial dishonesty or moral turpitude; (vi) the Executive engages in any activity that is harmful, in a material failure respect, to abide any member of the Company Group monetarily or otherwise, as reasonably determined by the applicable code(sBoard, or the Executive commits any willful act or omission that is reasonably likely to injure the reputation or business of any member of the Company Group or a business relationship of any member of the Company Group; or (vii) of conduct the Executive materially violates any law or other policies regulations relating to the workplace environment or applicable to any member of the Company Group or any affiliate thereof, or any written policy of the Company Group (including, without limitation, laws or policies relating to confidentiality sexual harassment or age, sex or other prohibited discrimination); provided, however, that a termination for Cause, and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity rights of the Company with respect thereto, shall not include the occurrence of events or circumstances covered by Section 8(a)(i), unless, if such events or circumstances are capable of being cured (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct as determined in good faith by the Executive which is materially injurious to the Company monetarily Board in its sole discretion), such events or otherwise; circumstances are not cured within ten (vii10) any material breach by the Executive days following receipt of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by from the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days occurrence of the Company’s learning of such act events or acts or failure or failures to actcircumstances.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any crime involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii's confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a material detrimental effect on the Company's reputation or business, 5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty days following written notice of such breach, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) material misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary, accrued bonuses, and accrued vacation, to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudtermination thereof, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the and provide such benefits as Executive is given written notice by the Company entitled to as a matter of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actlaw.

For Cause. The On the date of delivery of a notice from the Company may terminate terminating the Executive’s employment for Cause stating the grounds for such termination, provided, that in the case of termination pursuant to the following clauses (ii), (viii) or (ix), the Executive shall have ten days following the date of notice from the Company to cure any conduct or act, which constitutes grounds for termination of the Executive’s employment for Cause, to the extent that the Company determines that the Executive’s breach is subject to cure. For this purposeThe Board shall determine, in its sole discretion, whether the Executive has cured the conduct or act attributable to the grounds for termination. The term “Cause” means the occurrence of any of the following used in this Agreement shall mean: (i) fraud against the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))Company; (ii) failure or refusal to implement or undertake the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents lawful directives of the Company, the Chief Executive Officer or the Board; (iii) the Executive’s engaging in conduct that causes material failure to abide by the applicable code(s) of conduct injury, monetary or other policies (includingotherwise, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by that reflects adversely on the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; Company or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs affects the Executive’s ability to perform his duties hereunder; (iv) arrest for commission of a felony or her for commission of a crime, whether or not a felony, involving the Executive’s duties with for the Company. A termination for Cause shall not take effect unless: (1) Company or that may reflect unfavorably on the Company or bring the Executive is given written notice by the Company of its intention to terminate the Executive for Causeinto public disrepute or scandal; (2v) violation of federal, state or local tax laws; (vi) dependence on alcohol or drugs without the notice specifically identifies supervision of a physician or the particular act illegal use, possession or acts sale of drugs; (vii) theft, misappropriation, embezzlement or failure conversion of the assets or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days opportunities of the Company; (viii) a material breach of the terms, covenants or representations of this Agreement; or (ix) a violation of Company policies. In the event of the termination of the Executive’s learning employment for Cause pursuant to this subparagraph (a), the Company shall pay to the Executive only such Base Salary as had been accrued but unpaid as of such act or acts or failure or failures to actthe date of the termination, and the Executive shall receive no further payments of any kind, except as provided in subparagraph 7(e).

For Cause. The Company may terminate the Executive’s employment For Cause immediately upon written notice for Cause. For this purpose, “Cause” means the occurrence of any of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is x) commission of, or being indicted for, a result felony under U.S. or applicable state law, or (y) commission of a Disability as defined in Section 6(b)); misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s theftDuties and Responsibilities or any act of moral turpitude by Executive, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s commission of any act of theft, fraud or material failure to abide by the applicable code(s) of conduct or other policies (includingdishonesty, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct Executive’s willful failure to perform any reasonable duties assigned to him by the Chief Financial Officer or Chief Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Officer of the Company (including, without limitation, the or Executive’s improper use refusal or disclosure of confidential or proprietary information failure to follow the lawful directives of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to Company after written notice from the Company monetarily of, and 30 calendar days to cure, such refusal or otherwise; failure, (viiv) any material breach by the Executive of this Agreement or any other written agreement executed by Executive with the provisions Company or any of Section 9 [Certain Employment Obligations] its affiliates that is not cured within ten calendar days following written notice of this Agreement; or such breach, and (viiivi) the Executive’s conviction unlawful appropriation of a material corporate opportunity (“For Cause”). Upon termination of Executive’s employment For Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any plea rights under the Consolidated Omnibus Budget Reconciliation Act of guilty or nolo contendere1985, as amended (the payments and benefits described in subsections (A) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Company Bank may terminate immediately this Agreement without any further obligation or liability whatsoever to Executive, if: (a) Executive engages in misconduct or is negligent in the performance of his material duties hereunder; or (b) Executive is convicted of or pleads guilty or nolo contendere to any felony, or is convicted of or pleads guilty or nolo contendere to any misdemeanor involving moral turpitude; or (c) Bank is required to remove or replace Executive by formal order or formal or informal instruction, including a requested consent order or agreement, from the DFI or Federal Deposit Insurance Corporation (“FDIC”) or any other regulatory authority having jurisdiction; or (d) Executive has failed to perform or habitually neglected Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of duties; or (e) Executive has failed to follow any valid and legal written policy of the following Board of Directors, any resolutions of the Board adopted at a duly called meeting or any instructions from the Board of Directors or Chief Executive Officer; or (f) Due to Executive’s lack of care or negligence, the Bank receives a Section 8(a) Order from the FDIC, a Section 8(b) Order from the FDIC, or a Section 1912 or 1913 Order from the DFI; or (g) Executive's engagement in dishonesty, illegal conduct or gross misconduct; or (h) Executive's willful unauthorized disclosure of Confidential Information (as defined below); or (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, 's breach of fiduciary duty for personal profit any obligation under this Agreement or falsification of any documents of other written agreement between the Executive and the Company; or (iiij) the Executive’s material any failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties comply with the Company's written policies or rules, as they may be in effect from time to time during the Employment Term, if such failure causes material harm to the Company. A Any termination for Cause under this paragraph F.3 shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act prejudice any remedy which Bank may otherwise have at law, in equity, or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actunder this Agreement.

For Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder at any time, effective immediately for CauseCause (as defined below) and all of the Employee’s rights to payments (other than salary payments for services already rendered and expenses incurred through the date of such termination) and any other Benefits otherwise due hereunder shall cease immediately. For purposes of this purpose, Agreement the term “Cause” means the occurrence of any of the following includes, but is not limited to: (i) the Executive’s continuous failure refusal or unwillingness to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))duties; (ii) the Executive’s theft, dishonesty, breach habitual neglect of fiduciary duty for personal profit or falsification of any documents of the Companyduties which Employee is required to perform; (iii) the Executive’s material failure of Employee to abide by the applicable code(s) perform all duties and obligations of conduct or other policies (including, without limitation, policies relating Employee in a manner which is satisfactory to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing willful misconduct or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatementgross negligence; (v) theft, fraud or other illegal conduct; (vi) sexual or other unlawful harassment; (vii) conduct which reflects adversely upon the Executive’s unauthorized useCompany, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity affiliate of the Company (Company, or any officer, director, management, employees, advertisers, clients, agents or any of them, including, without limitation, broadcasting, publishing or making derogatory statements, disparaging remarks or personal attacks against the Executive’s improper use Company, including but not limited to, its officers and directors, management, employees, advertisers or disclosure any of confidential its policies or proprietary information procedures; (viii) arrest for or conviction of a crime involving moral turpitude; (ix) insubordination; (x) any willful act that is likely to or does in fact have the effect of injuring the reputation, business or a business relationship of the Company, any affiliate of the Company, or any officer, director or board of directors of any of them; (xi) violation of any fiduciary duty or duty of loyalty; (xii) failure to perform any reasonable duties assigned to Employee by the Chief Executive Officer or his/her respective designees; (xiii) failure to follow any the Company or its Parent operating or personnel policies and practices (Employee acknowledges having read and understood the Employee Handbook); (vixiv) failure to comply with any intentional misconduct rule, regulation, guideline or policy of the FCC or other governmental agency with jurisdiction over the Company; (xv) repeated or sustained absence from the Station (not due to a disability or an the Company approved vacation or other absence or leave); (xvi) engaging in “payola” or “plugola” practices; (xvii) use of illegal drugs or grossly negligent conduct alcohol at any time on any property owned or leased by the Executive which is materially injurious to Company or any the Company monetarily or otherwiseStation; (viixviii) failure to meet three or more consecutive quarterly sales budgets; (xix) broadcasting or transmitting, or allowing the broadcast or transmission, of any obscene, prurient, indecent or highly inappropriate material, including the posting of any such obscene, prurient, indecent or inappropriate material breach by on any website associated with the Executive Company or the Company Entities that has the effect of injuring third parties or subjecting SBS to public ridicule or liability; or (xx) failure to comply with any of the provisions of Section 9 [Certain Employment Obligations] terms and conditions of this Agreement; or (viii) the Executive. Termination of Employee’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall employment under this Section 10 will not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of limit the Company’s learning of such act rights and remedies against Employee under this Agreement, at law or acts or failure or failures to actin equity.

For Cause. The Company shall have the right, in addition to any other rights and remedies which it may have, to immediately terminate this Agreement and the Executive’s employment with the Company hereunder by delivery of written notice to the Executive for “Cause”. For purposes of this purposeAgreement, “Cause” means the occurrence of any of the following shall mean (i) the Executive’s continuous failure or refusal of the Executive to substantially perform any duties and responsibilities set forth in or delegated to him pursuant to this Agreement and such failure or refusal is not cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof is delivered to the Executive by the Company; (ii) any act by the Executive of fraud or dishonesty, misappropriation or embezzlement or gross negligence or willful misconduct in connection with the performance of the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of which otherwise materially adversely affects the Company; (iii) the Executive’s material failure to abide a breach by the applicable code(sExecutive of any provision hereof or of any material contractual or legal duty to the Company, and non-compliance with the written policies, guidelines and procedures of the Company, and such breach or non-compliance is not cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof is delivered to the Executive by the Company in the event that such breach or non-compliance was not willful; (iv) the conviction of conduct the Executive of the commission of a felony or a crime involving moral turpitude or any other policies crime punishable by incarceration (includingincluding pleading guilty or no contest to such crime or a lesser crime which results from plea bargaining), without limitationwhether or not such felony, policies relating to confidentiality and reasonable workplace conduct) crime or lesser offense was committed in connection with the business of the Company; (ivv) knowing habitual drunkenness or intentional misconduct substance abuse by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by act of the Executive which is could be reasonably expected to injure materially injurious to the reputation, business or business relationships of the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of and its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actaffiliates.

For Cause. The Company may terminate the Executive’s employment hereunder immediately for Cause. For purposes of this purposeAgreement, the Company shall have “Cause” means to terminate the occurrence of any of the following Executive’s employment hereunder if Executive (i) has committed fraud or misappropriated, stolen or embezzled funds or property from the Executive’s continuous failure Company or an affiliate of the Company or secured or attempted to substantially perform secure personally any profit in connection with any transaction entered into on behalf of the Executive’s duties hereunder (unless such failure is a result Company or any affiliate of a Disability as defined in Section 6(b)); the Company, (ii) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony, whether or not involving the ExecutiveCompany, which constitutes a crime of moral turpitude or which is punishable by imprisonment or which is likely to cause material harm to the Company’s theft, dishonesty, breach of fiduciary duty for personal profit (or falsification of any documents affiliate of the Company; ) business, customer or supplier relations, financial condition or prospects, (iii) has willfully failed to perform (other than by reason of illness or temporary disability ) his material duties hereunder on an exclusive and full-time basis, or willfully violated any reasonable directive or decision of the Executive’s CEO, the CFO or the Board (iv) has knowingly violated or breached any material failure law or regulation to abide by the applicable code(smaterial detriment of the Company or any affiliates of the Company or its business, (v) of conduct has breached any non-competition, non-disclosure or other policies non-solicitation agreement between Executive and the Company, (including, without limitation, policies relating vi) fails to confidentiality and reasonable workplace conduct) follow any material policy or procedure of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by fails to achieve the Executive of reasonable performance criteria mutually agreed pursuant to Section 6(b) among the provisions of Section 9 [Certain Employment Obligations] of this Agreement; CEO, the CFO and the Executive, or (viii) breaches any material provision of this Agreement. Cause will not exist under clauses (iii) – (viii) above unless and until the Executive’s conviction (including any plea Company has provided written notice of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) specific facts supporting its contention that the Executive is given written notice by the Company of its intention to terminate in non-compliance, and the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for has not cured such termination; and (3) where practicable, the notice is given non-compliance within sixty 30 days of the Company’s learning of receiving such act or acts or failure or failures to actwritten notice.

For Cause. The This Agreement may be terminated by the Board of Directors of the Company may terminate the Executive’s employment immediately and without further obligation other than for Cause. For this purposemonies already paid, “Cause” means the occurrence of for any of the following reasons: (ia) the Executive’s continuous willful and continued failure by the Executive for a period of sixty (60) days to substantially perform the Executive’s 's duties hereunder with the Company (unless other than any such failure is a result resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach notice of fiduciary duty termination for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct "Good Reason" by the Executive as pursuant to Section 6.3 of this Agreement) after a result written demand for substantial performance is delivered to the Executive by the Board of Directors, which demand specifically identifies the manner in which the Company is required to prepare an accounting restatement; Board believes that the Executive has not substantially performed the Executive's duties, (vb) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise; (c) conviction of Executive during the Term of Employment of a crime involving breach of trust or moral turpitude; or (viid) engaging in any material breach act or activity prohibited under the terms of this Agreement. For purposes of clauses (a) and (b) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company. In the event that the Company discharges Executive alleging "cause" under this Section 6.1 and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) 6.2 hereof. In the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by event that the Company discharges Executive alleging "cause" under this Section 6.1, such notice of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; discharge shall be accompanied by a written and (3) where practicable, the notice is given within sixty days specific description of the Company’s learning of circumstances alleging such act or acts or failure or failures to act"cause."

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Executive’s Initials Ross’ Initials Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or Exhibit 10.4 disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company Employer may terminate the Executive’s employment for Cause. For this purposeimmediately if, “Cause” means in the occurrence of any reasonable determination of the following Board of Directors or the compensation committee of the Board of Directors of Employer as set forth in an action of the Board of Directors or such committee setting forth in reasonable detail the reasons for such termination, (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure Executive engages in conduct that violates significant policies of Employer after Executive is a result notified by Employer that Executive is engaging in conduct that violates significant policies of a Disability as defined in Section 6(b))Employer; (ii) Executive fails to perform the essential functions of Executive’s theft, dishonesty, breach job (except for a failure resulting from a bona fide illness or incapacity) or fails to carry out Employer’s reasonable directions with respect to material duties after Executive is notified by Employer that Executive is failing to perform these essential functions or failing to carry out the reasonable directions of fiduciary duty for personal profit or falsification of any documents of the CompanyEmployer; (iii) the Executive’s material failure to abide by the applicable code(s) Executive engages in embezzlement or misappropriation of conduct corporate funds or other policies acts of fraud, dishonesty or self-dealing, or commits a felony or any significant violation of any statutory or common law duty of loyalty to Employer; or (iv) Executive breaches a material provision of this Agreement (including, without limitationbut not limited to, policies relating the noncompete and nonsolicitation provisions in paragraph 6(c)), after Executive is notified by Employer that Executive has breached a material provision of this Agreement. Prior to confidentiality and reasonable workplace conductany termination of Executive for Cause pursuant to clauses (i), (ii) of the Company; or (iv) knowing of this subparagraph 5(C), Employer shall give Executive reasonable opportunity to remedy any condition, or intentional misconduct by the conduct, action or inaction of Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious giving rise to the Company monetarily violation or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act clause if such violation or acts or failure or failures to actbreach is remediable.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days Executive’s Initials Ross’ Initials of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty days after the date that such written notice is given to the Executive.

For Cause. The Company may shall have the right to terminate the ExecutiveEmployee’s employment for “Cause. For this purpose, .” A termination for “Cause” means is a termination evidenced by a resolution adopted by the occurrence of Board finding that Employee has: i. breached or failed to comply with any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result material terms of a Disability as defined in Section 6(b)); (ii) the Executive’s theftthis Agreement, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating Sections 3, 7, 8, 9 or 12 of this Agreement; ii. failed to confidentiality perform his duties under this Agreement, including refusing to carry out the instructions of the Board or its designees, or disregarding the lawful instructions from the Board or its designees, in any case which instructions are consistent with the responsibilities and duties of Employee contemplated by this Agreement; iii. engaged in gross negligence or gross misconduct in connection with or arising out of the performance of his duties hereunder; iv. been under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) or alcohol during the performance of his duties under this Agreement, or while under the influence of drugs or alcohol, engages in inappropriate conduct; v. engaged in behavior that would constitute grounds for liability for sexual harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines, the Massachusetts Commission Against Discrimination and/or any other applicable state regulatory body) or, in the reasonable workplace conduct) opinion of the Board, other egregious conduct violative of laws governing the workplace; or vi. committed any act of fraud, larceny, misappropriation of funds or embezzlement or been convicted of a felony or a crime of moral depravity; provided, however, that any act or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any Exhibit 10.2 plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment hereunder for Causecause without notice. For this purpose, “Cause” means the The occurrence of any of the following following, as reasonably determined by the Company, shall be a reason for cause (i“Cause”), provided that, if the Board determines that the circumstances constituting Cause are curable, then such circumstances shall not constitute Cause unless and until the Executive has been informed by the Company of the existence of Cause and given an opportunity of ten business days to cure, and such Cause remains uncured (as determined by the Board in its sole discretion) at the end of such ten-business day period: (1) continued failure by the Executive to satisfactorily perform his or her duties hereunder (other than such failure resulting from the Executive’s continuous incapacity due to physical or mental illness) after written notice is delivered by the Company to the Executive that sets forth in reasonable detail the basis of the Executive’s failure to substantially perform the Executive’s duties hereunder hereunder; (unless such failure is a result 2) willful misconduct or gross negligence by the Executive in the performance of a Disability as defined in Section 6(b)); his or her duties hereunder, including insubordination; (ii3) the Executive’s theft, dishonesty, breach conviction or entry of fiduciary duty for personal profit a guilty or falsification nolo contendere plea of any documents of the Company; felony or any misdemeanor involving moral turpitude; (iii4) the Executive’s material failure violation of any Company policy applicable to abide by the applicable code(s) of conduct or other policies Executive; (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v5) the Executive’s unauthorized use, misappropriation, destruction or diversion commission of any tangible act involving dishonesty that results in material financial, reputational or intangible asset other harm, monetary or corporate opportunity otherwise, to any member of the Company (includingGroup, without limitation, the Executive’s improper use including but not limited to an act constituting misappropriation or disclosure of confidential or proprietary information embezzlement of the Company); (vi) property of any intentional misconduct or illegal or grossly negligent conduct member of the Group as determined in good faith by the Executive which is materially injurious to the Company monetarily or otherwise; Board; (vii6) any material or persistent breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or ; (viii7) the Executive’s conviction (including any plea of guilty or nolo contendere) Executive being convicted of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: conduct; or (1) 8) the Executive is given written notice by engaging in any conduct which may make the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning continued employment of such act or acts or failure or failures officer detrimental to actour company.

For Cause. The Company may terminate Executive’s employment for “Cause” immediately upon written notice for any of the following reasons: (i) Executive’s (A) being indicted for or charged with a felony under United States or applicable state law or (B) conviction of, or plea of guilty or nolo contendere to a misdemeanor where imprisonment is imposed (other than for a traffic-related offense); (ii) perpetration by Executive of an illegal act, or of dishonesty or fraud, that is reasonably expected to cause material economic or material reputational injury to the Company, Parent or any of their subsidiaries or any act of moral turpitude by Executive; (iii) Executive’s insubordination or willful failure to perform her duties or responsibilities for the Company, Parent or any of their subsidiaries for any reason other than illness or incapacity; (iv) Executive’s willful misconduct or gross negligence with regard to the Company, Parent or any of their subsidiaries; (v) Executive’s unlawful appropriation of a material corporate opportunity; or (vi) Executive’s material breach of agreement with the Company or any of its affiliates, or breach (which shall be deemed “material”) of such an agreement respecting any confidentiality or other restrictive covenant including the Fair Competition Agreement, entered into between Executive and the Company or any of its affiliates,. No termination of Executive’s employment by the Company for “Cause” under clause (iii) or (vi) above shall be effective unless (i) the Company provides Executive (x) written notice of the circumstances constituting “Cause” and (x) 30 days for Executive to cure such circumstances (if curable) and (ii) such circumstances have not been cured upon the expiration of such 30-day cure period. No act or omission to act by Executive shall be “willful” if conducted in good faith or with a reasonable belief that such act or omission was in the best interests of the Company. Upon termination of Executive’s employment for Cause. For this purpose, “Cause” means neither the occurrence of Company, nor any of the following (i) the its affiliates, shall be under any further obligation to Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of except the Company’s learning obligation to pay (A) all accrued but unpaid Base Salary to the date of termination within 30 days following such act or acts or failure or failures termination, less all applicable deductions, (B) any accrued but unused vacation, (C) any earned and vested benefits and payments pursuant to actthe terms of any Benefit Plan and (D) all unreimbursed business expenses incurred and properly submitted in accordance with this Agreement (the payments and benefits described in subsections (A) through (D) herein shall be referred herein as the “Accrued Benefits”).

For Cause. The MAAX Canada or the Company may terminate Executive's employment hereunder at any time, effective immediately upon written notice to Executive and a reasonable opportunity to cure (except in the case of matters which the Board determines in good faith are not able to be cured), for Cause (as defined below) and all of Executive’s employment 's rights to payments (other than salary payments for services already rendered and expenses incurred through the date of such termination) and any other benefits otherwise due hereunder shall cease immediately. MAAX Canada shall have "Cause. For this purpose, “Cause” means the occurrence " for termination of Executive if any of the following has occurred, and has not been cured (iif capable of cure) within 30 days after receipt of notice thereof from MAAX Canada: (1) Executive's dishonesty, theft or fraud in connection with the performance of his duties; (2) Executive’s continuous 's continued failure to perform substantially perform the Executive’s his duties hereunder (unless such failure is other than as a result of a Disability as defined in Section 6(bdisability)); ; (ii3) the Executive’s theft's conviction of, dishonestyor entering a plea of guilty or nolo contendere to, breach of fiduciary duty for personal profit a crime that constitutes a felony or falsification of any documents of the Company; a misdemeanor involving moral turpitude; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi4) any intentional misconduct willful act or illegal or grossly negligent conduct by the Executive omission on Executive's part which is materially injurious to the Company monetarily financial condition or otherwise; business reputation of Holdings or any of its subsidiaries; (vii5) Executive's breach of any material breach covenant or provision contained in this Agreement; (6) Holdings, the Company or MAAX Canada, after reasonable investigation, finds that Executive has violated material written policies and procedures of Holdings or any of its subsidiaries, including, but not limited to, policies and procedures pertaining to harassment or discrimination; (7) a failure or refusal by Executive to comply with a written directive from the Board pertaining to a material business matter (unless such directive represents an illegal act); (8) a confirmed positive illegal drug test result for Executive; or (9) the discovery of outstanding indebtedness for borrowed money incurred during the Term by Holdings or any of its subsidiaries in favor of Executive which was not approved by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability Board prior to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actincurrence.

For Cause. The Company may terminate At the election of the Company, the Executive’s employment may be terminated at any time for CauseCause (as defined below) upon written notice to the Executive given pursuant to Section 12 of this Agreement. For purposes of this purposeAgreement, “Cause” means for termination shall mean that Executive: (A) the occurrence failure of Executive to perform any of Executive’s duties or other obligations under this Agreement to the reasonable satisfaction of the Board of Directors, which remains uncured for 15 calendar days after a written demand for performance is delivered to Executive by the Board of Directors of Company that specifically identifies the manner in which the Board of Directors believe that Executive has not performed Executive’s duties or other obligations. Executive shall have the right to cure such failure if such failure can be cured within the 15-day cure period, prior to any final termination; (B) Executive’s indictment for, or conviction of, a crime involving moral turpitude whether or not relating to Company; (C) gross negligence or willful misconduct by Executive in the performance of any of his duties or other obligations under this Agreement; (D) the association, directly or indirectly, of Executive for his profit or financial benefit with any person, firm, partnership, association, corporation or other entity that competes with Company; (E) the disclosing or using of any material Confidential Information (as hereinafter defined) of Company at any time by Executive, except as required in connection with his duties to Company; (F) the breach by Executive of his fiduciary duty or duty of trust to Company, including, but not limited to, the commission by Executive of an act of fraud or embezzlement against Company; (G) chronic absenteeism; (H) violation of the Company's substance abuse policy; (I) misconduct or dishonesty toward or involving Company, which misconduct or dishonesty is injurious to the Company, monetarily or otherwise; or (J) any other material breach by Executive of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit terms or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea , which other material breach is not cured within ten business days of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or __________ Executive’s Initials Ross’ Initials other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for CauseCause immediately upon written notice from the Board to Executive. For purposes of this purposeAgreement, “Cause” means the occurrence of any one or more of the following following: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder under this Agreement or to comply with any lawful and good faith direction given by or on behalf of the Company or APC, which failure remains uncured (unless if capable of being cured) for greater than thirty (30) business days after Executive’s receipt of written notice of such failure is a result failure; or Executive’s intentional, material violation of a Disability as defined in Section 6(b))any contract or agreement between Executive and the Company or APC or of any statutory duty owed to APC or the Company; (ii) the Executive engages in gross misconduct, repeated negligent conduct or willful misconduct in connection with Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Companyemployment; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct Executive is convicted of, or other policies (includingpleads guilty or no contest to, without limitationany felony involving violence, policies relating to confidentiality and reasonable workplace conduct) of the Companyfraud, dishonesty or moral turpitude; (iv) knowing Executive’s commission or intentional misconduct by attempted commission of an act of fraud or dishonesty against, or the Executive as a result misappropriation of which property belonging to, (x) the Company is required to prepare an accounting restatementor APC or any of their affiliates or (y) a third person; (v) a breach by Executive of any confidentiality or proprietary information agreement or non-solicitation or non-competition undertaking relating to or involving (x) the Company or APC or any of their affiliates in any event or (y) a third person with respect to whom it could reasonably be expected to negatively impact on the Company or APC or any of their affiliates, in each case including without limitation Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential APC’s or proprietary information of the Company)’s confidential information or trade secrets; (vi) Executive engages in any intentional misconduct conduct that would allow for Executive’s immediate termination under the Company’s or illegal APC’s discipline and discharge guidelines or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily similar employment policies, or otherwise; (vii) any material breach by the Executive materially breaches a code of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; conduct or (viii) the Executive’s conviction (including any plea of guilty similar employment policies or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actAPC.

For Cause. The Company may terminate the this Agreement immediately for "Cause." For purposes of this Agreement, "Cause" shall be defined as: (1) Executive’s employment for Cause. For this purposecommission of fraud, “Cause” means the occurrence misrepresentation, theft or embezzlement of any of the following Company assets; (i2) the Executive’s continuous violations of law or of Company policies material to the performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to substantially perform the comply with any valid and legal directive of Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))supervisor; (ii4) the Executive’s theft, engagement in dishonesty, breach of fiduciary duty for personal profit illegal conduct, or falsification of any documents of the Companymisconduct, which is, in each case, injurious to Company or its affiliates; (iii5) the Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform services for Company or results in harm to Company or its affiliates; (6) Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of restrictive covenant obligations described in this Agreement; or or, (viii7) the repeated failure to perform Executive’s conviction duties as required by Section 2 after written notice of such failure from Company (including other than any plea of guilty such failure resulting from incapacity due to physical or nolo contendere) mental illness); provided, however, in the event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the Company reasonable satisfaction of Company, in its intention to terminate the Executive for Cause; sole discretion, during such thirty (230) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actday cure period.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means cause upon delivery of notice of termination to Executive following the Board’s determination of occurrence of any one or more of the following (icircumstances: 1) Executive is charged with a felony, any act involving moral turpitude, or a misdemeanor where imprisonment may be imposed, 2) commission or alleged commission believed by the Executive’s continuous failure Board to substantially perform the Executive’s duties hereunder (unless such failure is a result be credible of a Disability as defined in Section 6(b)); (ii) the Executive’s any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) unauthorized disclosure of the Company; ’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within ten (iii10) business days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, 10) the Company files for or becomes subject to bankruptcy proceedings under federal, state or other similar law or otherwise is not able to pay its creditors as and when due, or 11) misconduct in connection with the performance of any of Executive’s material failure to abide by the applicable code(s) of conduct or other policies (duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The On the date of delivery of a notice from the Company may terminate terminating the Executive’s employment for Cause stating the grounds for termination of the Executive’s employment for Cause, provided, that in the case of termination pursuant to the following clauses (ii), (viii) or (ix), the Executive shall have ten days following the date of notice from the Company to cure any conduct or act, which constitutes grounds for termination of the Executive’s employment for Cause, to the extent that the Company determines that the Executive’s breach is subject to cure. For this purposeThe Board shall determine, in its sole discretion, whether the Executive has cured the conduct or act attributable to the grounds for termination. The term “Cause” means the occurrence of any of the following used in this Agreement shall mean: (i) fraud against the Company; (ii) failure or refusal to implement or undertake the lawful directives of the Company or the Board; (iii) engaging in conduct that causes material injury, monetary or otherwise, to the Company or that reflects adversely on the Company or materially affects the Executive’s continuous failure ability to substantially perform her duties hereunder; (iv) arrest for commission of a felony or for commission of a crime, whether or not a felony, involving the Executive’s duties hereunder for the Company or that may reflect unfavorably on the Company or bring the Executive into public disrepute or scandal; (unless such failure is a result v) violation of federal, state or local tax laws; (vi) dependence on alcohol or drugs without the supervision of a Disability as defined in Section 6(b))physician or the illegal use, possession or sale of drugs; (iivii) the Executive’s theft, dishonestymisappropriation, breach embezzlement or conversion of fiduciary duty for personal profit the assets or falsification of any documents opportunities of the Company; (iiiviii) the Executive’s a material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing terms, covenants or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] representations of this Agreement; or (viiiix) a violation of Company policies. In the event of the termination of the Executive’s conviction employment for Cause pursuant to this subparagraph (including any plea a), the Company shall pay to the Executive only such Base Salary as had been accrued but unpaid as of guilty or nolo contendere) the date of the termination and vacation benefits as had been accrued but unused as of the date of termination and the Executive shall receive no further payments of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Companykind. A All other benefits due upon termination for Cause shall not take effect unless: (1) the Executive is given written notice under any other employee benefit plans sponsored by the Company to which Executive may be entitled will be paid out in accordance with the terms of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthose plans.

For Cause. The Company may terminate the Executive’s 's employment at any time for "Cause" with no notice or other requirement or precondition whatsoever. For this purpose, “"Cause” " means the occurrence of any of the following (i) conviction of, or the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result entry of a Disability as defined in Section 6(b)); plea of guilty or nolo contendre to, a charge of the commission of a felony or any other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, embezzlement, dishonesty, disloyalty or fraud with respect to the Company or any of its affiliates or any of their respective customers, suppliers or any other material business relationship, (ii) conduct that brings the Executive’s theftCompany or any of its affiliates into public disgrace or disrepute or that causes the Company or any of its affiliates material economic harm, dishonesty(iii) failure, breach other than by reason of fiduciary duty for personal profit disability or falsification similar incapacity, to perform his duties and/or obligations as reasonably directed by the Board of any documents Directors of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing any act or intentional misconduct by the Executive as omission aiding or abetting a result competitor, supplier or customer of which the Company is required to prepare an accounting restatement; or any of its affiliates, (v) the Executive’s unauthorized usematerial breach of a fiduciary duty, misappropriation, destruction gross negligence or diversion of any tangible or intangible asset or corporate opportunity of willful misconduct with respect to the Company or any of its affiliates; and (vi) failure to comply in any material respect with any federal, state, or local laws (including, without limitation, the Executive’s improper use Securities Act of 1933 or disclosure the Securities Exchange Act of confidential 1934, in each case as amended, restated, modified or proprietary information supplemented from time to time), or any of the rules or regulations promulgated under any of the foregoing laws). In furtherance of the foregoing, any breach of any confidentiality obligation, non-competition or non-solicitation obligations, assignment of intellectual property obligation or any other similar non-curable breaches shall constitute "Cause" ipso facto. If terminated fbr Cause, the Executive shall immediately cease to be an employee of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause and shall not take effect unless: (1) the Executive is given written notice by the Company of its intention be entitled to terminate the Executive for Cause; (2) the notice specifically identifies the particular act any severance or acts other payments, compensation or failure benefits whatsoever from or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days on behalf of the Company’s learning , and all of such act or acts or failure or failures the shares of Common Stock in Escrow pursuant to actSection 3(e) above shall be returned to the treasury of the Company and shall be retired.

For Cause. The Immediately upon written notice by the Company may terminate to the Executive’s employment Executive of a termination for Cause. For this purpose, “Cause” means provided such notice is given within ninety (90) days after the occurrence of any discovery by the Board of the following Cause event and has been approved by at least two-thirds of the directors then in office (other than the Executive and Sxxxxx Xxxx) at a meeting at which the Executive and his counsel had the right to appear and address after receiving at least five (5) business days written notice of the meeting and reasonable detail of the facts and circumstances claimed to provide a basis for such termination. "Cause" shall mean: (i) an act or acts of willful and material misrepresentation, fraud or willful dishonesty (other than good faith expense account disputes) by the Executive’s continuous failure Executive which is intended to substantially perform result in his substantial personal enrichment at the Executive’s duties hereunder (unless such failure is a result expense of a Disability as defined in Section 6(b))the Company; (ii) any willful misconduct by the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of Executive with regard to the Company that has a material adverse impact on the Company; (iii) the Executive’s material failure to abide any material, willful and knowing violation by the applicable code(s) Executive of conduct or other policies (including, without limitation, policies relating any fiduciary duties owed by him to confidentiality and reasonable workplace conduct) of the Company which has a material adverse impact on the Company; (iv) knowing the Executive's conviction of, or intentional misconduct by the Executive pleading nolo contendere or guilty to, a felony (other than (x) a traffic infraction or (y) vicarious liability solely as a result of which his position provided that the Company is required Executive did not have actual knowledge of the actions or inactions creating the violation of the law or the Executive relied in good faith on the advice of counsel with regard to prepare an accounting restatementthe legality of such action or inaction); or (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any other material breach by the Executive of this Agreement that is not cured by the provisions Executive within twenty (20) days after receipt by the Executive of Section 9 [Certain Employment Obligations] a written notice from the Company of this Agreement; such breach specifying the details thereof. No action or (viii) inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive’s conviction (including any plea Executive in good faith as not being adverse to the best interests of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by Reference in this Section 5.3 to the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; shall also include direct and (3) where practicable, the notice is given within sixty days indirect subsidiaries of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.:

For Cause. The Company may terminate the Executive’s employment for Cause. For pursuant to this purpose, Agreement may be terminated by written notice to Executive (“Cause” means Notice of Termination”) upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): (i) the Executive’s continuous failure by Executive to substantially perform the Executive’s Executive duties hereunder (unless under this Agreement after having failed to cure such failure is a result within thirty (30) days of receiving notice of a Disability as defined in Section 6(b))determination by the Company of such a failure; (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of willful engaging in misconduct which is materially and substantially injurious to the Company, monetarily or otherwise; (iii) the Executive’s material failure to abide by the applicable code(s) conviction of conduct a felony or other policies (of a crime involving dishonesty or moral turpitude, including, without limitation, policies relating any act or crime involving misappropriation or embezzlement of Company assets or funds; (iv) willful or material wrongdoing by Executive, including, but not limited to, acts of dishonesty or fraud, which could be expected to confidentiality and reasonable workplace conduct) of have a materially adverse effect monetarily or otherwise on the Company or its subsidiaries or affiliates, as determined by the Company; (ivv) knowing material breach by Executive of Executive’s fiduciary duty to the Company or its stockholders; or (vi) Executive’s intentional misconduct violation of any applicable local, state or federal law or regulation affecting the Company in any material respect, as determined by the Executive as a result of which Company. In the Company is required to prepare an accounting restatement; (v) the event Executive’s unauthorized useemployment is terminated pursuant to this Section 10(c), misappropriationExecutive shall be entitled to receive all Base Salary and benefits to be paid or provided to Executive under this Agreement, destruction pro-rated through the Date of Termination, and any other unpaid benefits to which he is otherwise entitled under any plan, policy or diversion of any tangible or intangible asset or corporate opportunity program of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information applicable to Executive as of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Date of Termination, and no more. Any additional amount due to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of under this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability Agreement must be paid to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act(60) days.

For Cause. The Immediately upon written notice by the Company may terminate to the Executive’s employment Executive of a termination for Cause. For this purpose, “Cause” means provided such notice is given within ninety (90) days after the occurrence of any discovery by the Board of the following Cause event and has been approved by at least two-thirds of the directors then in office (other than the Executive and Xxxxxx Xxxx) at a meeting at which the Executive and his counsel had the right to appear and address after receiving at least five (5) business days written notice of the meeting and reasonable detail of the facts and circumstances claimed to provide a basis for such termination. "Cause" shall mean: (i) an act or acts of willful and material misrepresentation, fraud or willful dishonesty (other than good faith expense account disputes) by the Executive’s continuous failure Executive which is intended to substantially perform result in his substantial personal enrichment at the Executive’s duties hereunder (unless such failure is a result expense of a Disability as defined in Section 6(b))the Company; (ii) any willful misconduct by the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of Executive with regard to the Company that has a material adverse impact on the Company; (iii) the Executive’s material failure to abide any material, willful and knowing violation by the applicable code(s) Executive of conduct or other policies (including, without limitation, policies relating any fiduciary duties owed by him to confidentiality and reasonable workplace conduct) of the Company which has a material adverse impact on the Company; (iv) knowing the Executive's conviction of, or intentional misconduct by the Executive pleading nolo contendere or guilty to, a felony (other than (x) a traffic infraction or (y) vicarious liability solely as a result of which his position provided that the Company is required Executive did not have actual knowledge of the actions or inactions creating the violation of the law or the Executive relied in good faith on the advice of counsel with regard to prepare an accounting restatementthe legality of such action or inaction); or (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any \any other material breach by the Executive of this Agreement that is not cured by the provisions Executive within twenty (20) days after receipt by the Executive of Section 9 [Certain Employment Obligations] a written notice from the Company of this Agreement; such breach specifying the details thereof. No action or (viii) inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive’s conviction (including any plea Executive in good faith as not being adverse to the best interests of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by Reference in this Section 5.3 to the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; shall also include direct and (3) where practicable, the notice is given within sixty days indirect subsidiaries of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty days after the date that such written notice is given to the Executive. Exhibit 10.3

For Cause. The Company may terminate the Executive’s employment hereunder immediately for Cause. For purposes of this purposeAgreement, the Company shall have “Cause” means to terminate the occurrence of any Executive’s employment hereunder upon a determination by at least a majority of the following members of the Board (other than Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive of such meeting, the purpose thereof and the particulars of the basis for such meeting and the Executive is given an opportunity, together with counsel, to be heard before the Board) that Executive (i) has committed fraud or misappropriated, stolen or embezzled funds or property from the Executive’s continuous failure Company or an affiliate of the Company or secured or attempted to substantially perform secure personally any profit in connection with any transaction entered into on behalf of the Executive’s duties hereunder (unless such failure is a result Company or any affiliate of a Disability as defined in Section 6(b)); the Company, (ii) the Executive’s thefthas been convicted of, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as entered a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or “nolo contenderecontendre” to, a felony, whether or not involving the Company, which constitutes a crime of moral turpitude or which is punishable by imprisonment or which is likely to cause material harm to the Company’s (or any affiliate of the Company) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days’ prior written notice from the Board, willfully failed to perform (other than by reason of any criminal act involving fraud, dishonesty, misappropriation illness or moral turpitudetemporary disability) his material duties hereunder on an exclusive and full-time basis, or willfully violated any reasonable directive or decision of the Board (iv) has knowingly violated or breached any material law or regulation to the material detriment of the Company or any affiliates of the Company or its business, or (v) has breached any non-competition, non-disclosure or non-solicitation agreement between Executive and the Company which materially impairs the Executive’s ability causes or is reasonably likely to perform his or her duties with cause material harm to the Company. A termination for Cause For purposes of this provision, no act or failure to act, on the part of the Executive, shall not take effect unless: (1) be considered “willful” unless it is done, or omitted to be done, by the Executive is in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given written pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Any notice of termination delivered by the Company to Executive that purports to notify Executive of its intention to terminate the Executive a termination for Cause; (2, but where the Company has not otherwise followed the procedures set forth in the definition of “Cause” above, shall be deemed to constitute a notice of termination without Cause pursuant to Section 7(d) hereof. Neither a notice from the Company to Executive that a meeting of the Board has been scheduled to determine whether grounds for a termination for “Cause” exist, nor the holding of such a meeting, shall itself be construed as a notice specifically identifies the particular act or acts or failure or failures to act which are the basis of termination for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actpurpose.

For Cause. The Company may at any time during the Term of Employment terminate the Executive’s employment under this Agreement for “Cause”, effective immediately by written notice of termination given to the Executive setting forth the basis for such termination. For the purposes of this purposeAgreement, “Cause” means the occurrence of any of the following (i) will mean the Executive’s continuous ’s: (A) willful failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s duties hereunder physical or mental incapacity), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the CEO believes that the Executive has willfully and not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (unless 15) business days of such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of written notice from the Company; (iiiB) gross negligence with regard to material matters in the performance of the Executive’s material failure duties; (C) willful engagement in misconduct with regard to abide the Company or his duties that is, or is reasonably anticipated by the applicable code(s) of conduct or other policies (includingCompany to be, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company Company, monetarily or otherwise; (viiD) any deliberate, voluntary or intentional material breach by the Executive violation of the provisions Company’s written policies and procedures (E) willful material violation of Section 9 [Certain Employment Obligations] the Aon Code of Business Conduct or the Aon Code of Ethics; (F) willful material non compliance with the terms of this Agreement; , including but not limited to Sections 4 and 6, which is not promptly cured after written notice (with specificity as to the noncompliance) is given to the Executive thereof or (viiiG) the Executive’s conviction (including any of, or a plea of guilty or nolo contendere) , to any felony whatsoever or any other crime involving the personal enrichment of any criminal the Executive at the expense of the Company. No act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs failure to act on the Executive’s ability to perform his part shall be considered “willful” if conducted by the Executive in good faith and with a reasonable belief that the Executive’s act or her duties with omission was in, and not opposed to, the best interests of the Company. A In the event of a termination for Cause “Cause,” the Company shall not take effect unless: (1) pay to the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actAccrued Benefits.

For Cause. The Company may terminate the Executive’s employment for Cause. For pursuant to this purpose, Agreement may be terminated by written notice to the Executive (“Cause” means Notice of Termination”) upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): (i) the Executive’s continuous failure by Executive to substantially perform the Executive’s his duties hereunder (unless under this Agreement after having failed to cure such failure is a result within thirty (30) days of receiving notice of a Disability as defined in Section 6(b))determination by the Company of such a failure; (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of willful engaging in misconduct which is materially and substantially injurious to the Company, monetarily or otherwise; (iii) the Executive’s material failure to abide by the applicable code(s) conviction of conduct a felony or other policies (of a crime involving dishonesty or moral turpitude, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) any act or crime involving misappropriation or embezzlement of the CompanyCompany assets or funds; (iv) knowing willful or intentional misconduct material wrongdoing by the Executive as Executive, including, but not limited to, acts of dishonesty or fraud, which could be expected to have a result of which materially adverse effect monetarily or otherwise on the Company is required to prepare an accounting restatementor its subsidiaries or affiliates, as determined by the Company and its Board of Directors; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of his fiduciary duty to the provisions of Section 9 [Certain Employment Obligations] of this AgreementCompany or its stockholders; or (viiivi) the Executive’s conviction (including any plea of guilty or nolo contendere) intentional violation of any criminal act involving fraudapplicable local, dishonestystate or federal law or regulation affecting the Company in any material respect, misappropriation or moral turpitude, or which materially impairs as determined by the Company and its Board of Directors. In the event the Executive’s ability employment is terminated pursuant to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) this Section 8(c), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement, pro-rated through the Date of Termination, and any other unpaid benefits to which he is given written notice by otherwise entitled under any plan, policy or program of the Company of its intention applicable to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days as of the Company’s learning Date of such act or acts or failure or failures to actTermination, and no more.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate Exhibit 10.56 opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Immediately upon written notice by the Company may terminate to the Executive’s employment Executive of a termination for Cause. For this purpose, “Cause” means provided such notice is given within ninety (90) days after the occurrence of any discovery by the Board of the following Cause event and has been approved by at least two-thirds of the directors then in office (other than the Executive and Xxxxxx Xxxx) at a meeting at which the Executive and her counsel had the right to appear and address after receiving at least five (5) business days written notice of the meeting and reasonable detail of the facts and circumstances claimed to provide a basis for such termination. "Cause" shall mean: (i) an act or acts of willful and material misrepresentation, fraud or willful dishonesty (other than good faith expense account disputes) by the Executive’s continuous failure Executive which is intended to substantially perform result in her substantial personal enrichment at the Executive’s duties hereunder (unless such failure is a result expense of a Disability as defined in Section 6(b))the Company; (ii) any willful misconduct by the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of Executive with regard to the Company that has a material adverse impact on the Company; (iii) the Executive’s material failure to abide any material, willful and knowing violation by the applicable code(s) Executive of conduct or other policies (including, without limitation, policies relating any fiduciary duties owed by the Executive to confidentiality and reasonable workplace conduct) of the Company which has a material adverse impact on the Company; (iv) knowing the Executive's conviction of, or intentional misconduct by the Executive pleading nolo contendere or guilty to, a felony (other than (x) a traffic infraction or (y) vicarious liability solely as a result of which her position provided that the Company is required Executive did not have actual knowledge of the actions or inactions creating the violation of the law or the Executive relied in good faith on the advice of counsel with regard to prepare an accounting restatementthe legality of such action or inaction); or (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any other material breach by the Executive of this Agreement that is not cured by the provisions Executive within twenty (20) days after receipt by the Executive of Section 9 [Certain Employment Obligations] a written notice from the Company of this Agreement; such breach specifying the details thereof. No action or (viii) inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive’s conviction (including any plea Executive in good faith as not being adverse to the best interests of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by Reference in this Section 5.3 to the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; shall also include direct and (3) where practicable, the notice is given within sixty days indirect subsidiaries of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty days after the date that such written notice is given to the Executive. Exhibit 10.4

For Cause. The Company may terminate the Executive’s 's employment relationship with Company for Cause. For this purpose, “Cause” means the occurrence "cause" by action of any at least a majority of the Company's Board of Directors, at a meeting duly called and held upon at least 30 days written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "cause" and at which meeting Executive and his counsel were entitled to be present and given adequate opportunity to be heard.. (a) For purposes of this Agreement, termination of employment of Executive by the Company for "cause" means termination for the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result frequent and unjustifiable absenteeism, other than solely by reason of a Disability as defined in Section 6(b))his illness or physical or mental disability; (ii) failing to follow the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents reasonable instructions of the CompanyChairman; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is proven dishonesty materially injurious to the Company monetarily or otherwiseto its business, operations, assets or condition (an "Adverse Effect"); or gross violation of Company policy or procedure after being warned, notified, or Executive's acknowledged, gross or willful misconduct, or willful neglect to act, which misconduct or neglect is committed or omitted by Executive in bad faith and had an Adverse Effect; or (viiiv) a failure by Executive to comply with any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] provision of this Agreement; , which failure is not cured (if capable of cure) within 30 days after receipt of written notice of such non-compliance by Executive. Action or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause inaction by Executive shall not take effect unless: (1) be considered "willful" unless done or omitted by him intentionally or not in good faith and without reasonable belief that his action or inaction was in the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days best interest of the Company’s learning , and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness. (b) Company shall have no obligation to Executive for Base Compensation or other form of compensation or benefits, except as otherwise required by law, other than (i) amounts accrued through the date of termination, and (ii) reimbursement of appropriately documented expenses incurred by Executive before the termination of employment, to the extent that Executive would have been entitled to such act or acts or failure or failures to actreimbursement but for the termination of employment.

For Cause. At the election of Xxxxx, for “Cause”, upon at least 72 hours written notice by Xxxxx to the Executive (which 72 hours shall include the 48-hour notice period set forth below) unless such 72 hours period could reasonably be expected to cause material harm to the Company. For the purposes of this Agreement, “Cause” for termination shall mean and shall be limited to: 1. Wrongful misappropriation of Company funds; 2. Use of alcohol or illegal drugs in a manner that materially interferes with the performance of the Executive’s obligations, continuing after written warning of such actions; 3. Commission of a felony, or of any crime involving moral turpitude, dishonesty, theft or unethical conduct; 4. Commission of any willful, intentional or grossly negligent act which would reasonably be expected to materially injure the reputation, business or business relationships of the Company or which would bring the Executive or the Company into disrepute, or the willful commission of any act which is a breach of the Executive’s fiduciary duties to the Company; 5. The deliberate or willful failure by the Executive (other than by reason of the Executive’s physical or mental illness, incapacity or disability) to substantially perform her duties with the Company may and the continuation of such failure for a period of 30 days after delivery by the Company to the Executive of Notice specifying the scope and nature of such failure and the Company’s intention to terminate the Executive for Cause; 6. Commission of any act which constitutes a material breach of any of the material policies of the Company, including but not limited to the disclosure of any confidential information or trade secrets pertaining to the Company or any of its clients; or 7. Commission of any dishonest act or the making of any dishonest or intentionally misleading statement relating to the business of the Company; provided, that no such termination for Cause shall be effective unless the Executive has been offered the opportunity to be heard on the matter at a meeting of the Board for which the Executive has been provided at least 48 hours notice, and at or following which meeting the Board votes to terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s Employee's employment hereunder for Cause at any time upon notice to the Employee setting forth in reasonable detail the nature of such Cause. In the event that the Company terminates Employee's employment for Cause (or Employee resigns from his employment with the Company), the Company shall not be obligated to pay any salary or other compensation to Employee after the effective date of termination, other than accrued and unpaid Base Salary earned through the date of termination. As used in this Agreement, "Cause. For this purpose, “Cause” means the occurrence of any of the following " shall mean: (i) the Executive’s continuous Employee's repeated failure to substantially perform perform, or gross negligence in the Executive’s performance of, his material duties and responsibilities hereunder (unless and the continuance of such failure is or gross negligence for a result period of a Disability as defined thirty (30) days after written notice to the Employee, which notice details in Section 6(b))reasonable specificity such failure or gross negligence; (ii) material breach by the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification Employee of any documents provision of this Agreement (and, in only those cases where such material breach is curable, the Companyfailure to cure such material breach within thirty (30) days after written notice to the Employee, which notice details in reasonable specificity such material breach); (iii) other conduct by the Executive’s Employee that involves a material violation of law or breach of fiduciary obligation on the part of the Employee that is materially harmful to the business, interests, reputation or prospects of the Company or any of its affiliates (and, in only those cases where such conduct by Employee is curable, the failure to abide by cure such conduct within thirty (30) days after written notice to the applicable code(s) Employee, which notice details in reasonable specificity such conduct that involves a material violation of conduct law or other policies (including, without limitation, policies relating to confidentiality breach of fiduciary obligations); and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct any other conduct by the Executive as a result of which Employee that is materially harmful to the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usebusiness, misappropriationinterests, destruction reputation or diversion of any tangible or intangible asset or corporate opportunity prospects of the Company or any of its affiliates (includingand, without limitationin only those cases where such conduct by Employee is curable, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); failure to cure such conduct within thirty (vi30) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given days after written notice by the Company of its intention to terminate the Executive for Cause; (2) the Employee, which notice specifically identifies the particular act or acts or failure or failures to act which are the basis for details in reasonable specificity such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actconduct).

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, _________________ _________________ Executive’s Initials Ross’ Initials dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her the Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s 's employment for Cause. For this purpose, “"Cause” " means the occurrence of any of the following (i) the Executive’s 's continuous failure to substantially perform the Executive’s 's duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); , (ii) the Executive’s 's theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; , (iii) the Executive’s 's material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; , (iv) knowing or intentional misconduct by the Executive within the scope of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 as a result of which the Company is required to prepare an accounting restatement; , (v) the Executive’s 's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s 's improper use or disclosure of confidential or proprietary information of the Company); , (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; , (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; , or (viii) the Executive’s 's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s 's ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s 's learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); , (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; , (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; , (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; , (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); , (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; , (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; , or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate Executive’s employment for “Cause” immediately upon written notice for any of the following reasons: (i) Executive’s (x) being indicted for, or charged with, a felony under U.S. Federal or state law (or Canadian law equivalent), or (y) conviction of, or plea of guilty or nolo contendere to, a misdemeanor under U.S. Federal or state law (or Canadian law equivalent) where imprisonment is imposed (excluding traffic-related offenses and DUIs); (ii) perpetration by Executive of an illegal act, dishonesty, or fraud that could cause economic injury to Parent, the Company or any affiliate of either of them, (iii) Executive’s insubordination, or refusal to perform his duties or responsibilities for any reason other than illness or mental incapacity; (iv) failure by Executive to perform Executive’s material duties; (v) Executive’s willful misconduct or gross negligence with regard to Parent, the Company or any subsidiary of either of them; (vi) Executive’s appropriation of a material corporate opportunity of Parent, the Company or any subsidiary of either of them; or (vii) Executive’s material breach of this Agreement or any other agreement with Parent, the Company or any of their respective affiliates, including any confidentiality or other restrictive covenant; provided, that the occurrence of an event described in (iii) through (vii) above only shall constitute Cause if (I) the Company provides Executive with written notice that describes with reasonable particularity the facts and circumstances giving rise to Cause within 90 days after the grounds constituting Cause have been presented to the Parent Board at a duly-called meeting (the “Cause Notice”); (II) if curable, Executive fails to substantially cure such event within 20 days after delivery of the Cause Notice; and (III) the Company terminates Executive’s employment for Cause within 60 days following delivery of the Cause Notice. Upon termination of Executive’s employment for Cause. For this purpose, “Cause” means neither the occurrence Company nor any of its affiliates shall be under any further obligation to Executive, except the Company’s obligation to pay (A) all accrued but unpaid Base Salary to the date of termination within 30 days following such termination, less all applicable deductions, (B) any accrued but unused vacation and any earned and vested benefits and payments pursuant to the terms of any Benefit Plan or this Agreement, and (C) all unreimbursed business and relocation expenses incurred and properly submitted in accordance with this Agreement (the payments and benefits described in subsections (A), (B) and (C) of this paragraph shall be referred herein as the following “Accrued Benefits”); provided, that if Executive’s employment is terminated pursuant to Section 4(a)(i) at the time of a conviction or during the pendency of any appeals, any severance payments, other severance benefits, or stock or other equity to which Executive would have been entitled had Executive’s employment been terminated without Cause shall be placed into an interest-bearing escrow account and either (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure forfeited upon a conviction that is a result of a Disability as defined in Section 6(b)); later affirmed on appeal or not reversed, or from which no appeal is taken, or (ii) the provided to Executive upon Executive’s theftbeing acquitted or the charges being dropped or dismissed, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of in accordance with the Company; timing (iii) the Executive’s material failure to abide by unless the applicable code(s) of conduct time periods have passed, in which case such amounts will be provided within 30 days after such acquittal or other policies (includingsuch charges being dropped or dismissed), without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious subject to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of conditions, described in Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act4(b).

For Cause. The Company shall have the right, in addition to any other rights and remedies which the Company may have (at law, in equity or otherwise), to immediately terminate the Term and the Executive’s employment for Cause. For this purpose, “Cause” means with the Company or any of its subsidiaries hereunder by delivery of written notice to the Executive approved by the Board of the occurrence of any of the following events (a termination for “Cause”): (i) Executive willfully refuses to comply with reasonable, good faith direct instructions of the Executive’s continuous failure to substantially perform the Board (or its designee) that are consistent with such Executive’s duties hereunder (unless such failure is a result as set forth in this Agreement and with relevant requirements of a Disability as defined in Section 6(b)); applicable law; (ii) Executive engages in intentionally dishonest or gross misconduct which causes or is reasonably likely to cause material and demonstrable injury to the Executive’s theftCompany or any of its subsidiaries, dishonesty, breach or any of fiduciary duty for personal profit or falsification of any documents of the Company; their respective affiliates; (iii) Executive intentionally and willfully perpetrates a fraud, theft, or embezzlement or misappropriation of funds against or affecting the Executive’s material failure to abide by the applicable code(s) Company, any of conduct its subsidiaries or other policies (includingany of their respective affiliates, without limitationor any customer, policies relating to confidentiality and reasonable workplace conduct) client, agent, creditor, equity holder or employee of the Company; Company or any of its subsidiaries, or any of their respective affiliates; (iv) knowing Executive commits a material breach of the terms of this Agreement or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; LLC Agreement; (v) the Executive’s unauthorized useExecutive is indicted on charges of, misappropriationis convicted of, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any enters a plea of guilty or nolo contendere) of any criminal act contendere to, a felony or a crime involving fraud, dishonesty, misappropriation dishonesty or moral turpitude; (vi) Executive knowingly violates any law or other regulations applicable to the Company or any of its subsidiaries or any of their respective affiliates; or (vii) Executive habitually abuses drugs or alcohol. provided a termination for Cause, and the rights of the Company with respect thereto, shall not include (x) the occurrence of events or circumstances covered by Section 8(a)(vi), unless such events or circumstances materially and adversely affect the Company and its subsidiaries or any of their respective affiliates and, if such events or circumstances are capable of being cured, are not cured within fifteen (15) days following receipt of written notice from the Company or such subsidiary of the occurrence of the events or circumstances and a demand that such matters be cured, (y) the occurrence of events or circumstances specified in Section 8(a)(i), or 8(a)(iv) which are capable of being cured and are cured within fifteen (15) days following receipt of written notice from the Company or such subsidiary of the occurrence of the events or circumstances and a demand that such matters be cured, or (z) the occurrence of events covered by Section 8(a)(v) or 8(a)(vii) unless such events or circumstances materially impairs and adversely affects the Company, any of its subsidiaries, or any of their respective affiliates or the Executive’s ability to perform his or her the Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by as an employee of the Company or any of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actsubsidiaries.