Common use of For Cause Clause in Contracts

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the CompanyCompany which is not cured to the reasonable satisfaction of the CEO or the Board within fifteen (15) days following written warning to the Executive from the CEO or the Board describing the alleged circumstances provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, CEO which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the CEO); (v) the Executive’s willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the Board, a directive of the CEO, or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board AINC CEO or the Chief Executive OfficerAINC Board except as permitted in Section 1(b), ); (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company, except as permitted in Section 1(b), which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the AINC CEO, the AINC Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with AINC CEO or the terms of this Agreement) whichAINC Board, except as permitted in any such caseSection 1(b), which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the Chief Executive Officer to AINC CEO, the Executive, or AINC Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the AINC CEO); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the AINC CEO within 30 days following written warning to the Executive from the AINC CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the AINC Board, a directive of the AINC CEO, or based upon the advice of outside counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these SubsectionsCompany, and if Ashford Inc. or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se strict liability basis due to the Company offices position held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to has a material adverse effect upon the Company, ; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) 30 days after written notice from the Chief Executive Officer Board to the Executive, or ; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties which has a material adverse effect upon the Company; or (v) a material breach of this Agreement by the Executive that continues for 30 days after written notice from the Board to the Executive. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections clauses (ii), (iv) and (ivv) hereof, the Company a determination shall first be required to prove to the reasonable satisfaction made by a majority of the Executive that he engaged in improper conduct under these Subsections, and if independent members of the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionBoard.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se strict liability basis due to the Company offices position held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to has a material adverse effect upon the Company, ; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) 30 days after written notice from the Chief Executive Officer Board to the Executive, or ; (iv) gross negligence or willful misconduct in the performance of the Executive’s duties's duties which has a material adverse effect upon the Company; or (v) a material breach of this Agreement by the Executive that continues for 30 days after written notice from the Board to the Executive. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “gross "negligence” " or “willful "misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections clauses (ii), (iv) and (ivv) hereof, the Company a determination shall first be required to prove to the reasonable satisfaction made by a majority of the Executive that he engaged in improper conduct under these Subsections, and if independent members of the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionBoard.

For Cause. At If the election Term of this Agreement is terminated by Employer for Cause: (a) Employee shall be entitled to receive Employee’s Salary and Incentive Compensation only through the date of termination; and (b) Employee’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 11.8, Employer shall have the option to pay Employee the lump sum of Six (6) months base of Employee’s Salary at the time of termination (the “Severance Payment”) rather than Employee’s Salary and Incentive Compensation through the date of termination, and Employee’s Option Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee’s Salary and Incentive Compensation shall be made in the reasonable judgment of the Company President and/or CEO. If Employer elects to make a payment to Employee of the Severance Payment, the Parties hereto agree that such payment and subject to the provisions of this payment provided by Section 7(b), immediately upon written notice by the Company to the Executive of his 6.6 shall be Employee’s complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act of dishonesty or omission of the Executive fraud with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Employer; (ii) the commission by Employee of a willful breach of his duty of loyalty which is materially detrimental felony, a crime involving moral turpitude or other act causing material harm to the Company, Employer’s standing and reputation; (iii) a willful Employee’s continued failure to perform Employee’s duties or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted complete tasks assigned by the Board, or to follow the lawful directives of the Board Employer after ten (provided such directives are consistent with the terms of this Agreement10) which, in any such case, continues for thirty (30) days after days’ written notice from the Chief Executive Officer thereof to the Executive, Employee; or (iv) the actual conduct of, and not merely the allegation of, gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or by Employee with respect to Employer; (v) failure to act, on the Executive’s part will be deemed “gross negligence” communicate or “willful misconduct” unless done, respond during any major system outage impacting a significant number of subscribers or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionresellers.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, or (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iviii) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company shall have the election of right to terminate this Agreement and to discharge the Company and subject to Employee for Cause (as defined below), at any time during the provisions term of this Section 7(b)Agreement. Termination for Cause shall mean, immediately upon written notice by during the Company to the Executive of his termination for Cause. For purposes term of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive ofEmployee’s conduct that would constitute under federal or state law either a felony or a misdemeanor involving moral turpitude, or the entry of a plea of guilty or nolo contendere determination by the Executive toCompany’s Board of Directors, a felony (exclusive after consideration of any felony relating to negligent operation of a motor vehicle all available information and not including a convictionfollowing the procedures set forth below, plea of guilty that Employee has willfully violated Company policies or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executiveprocedures involving discrimination, so long as any act harassment, alcohol or omission of the Executive with respect to such matter was not taken substance abuse, or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental work place violence causing material injury to the Company, (ii) Employee’s actions or omissions that constitute fraud, dishonesty or gross misconduct, (iii) a willful failure Employee’s knowing and intentional breach of any fiduciary duty that causes material injury to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereofEmployee’s inability to perform his material duties, after reasonable notice and an opportunity to resolve the issues, due to alcohol or other substance abuse. Any termination for Cause pursuant to this Section shall be given to the Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause. Upon any determination by the Company that Cause exists to terminate the Employee, the Company shall first cause a special meeting of the Board of Directors to be required to prove called and held at a time mutually convenient to the reasonable satisfaction Board of Directors and Employee, but in no event later than ten (10) business days after Employee’s receipt of the Executive notice that he engaged in improper conduct under these Subsectionsthe Company intends to terminate the Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his choosing to refute such allegations and shall have a reasonable period of time to cure any actions or omissions which provide the Company with a basis to terminate the Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors must affirm that Cause exists to terminate the Employee. No finding by the Board of Directors will prevent the Employee from contesting such determination through appropriate legal proceedings provided that the Employee’s sole remedy shall be to sxx for damages, not reinstatement, and damages shall be limited to those that would be paid to the Employee if he had been terminated without Cause. In the Executive event the Company terminates the Employee for Cause, the Company shall not agree with only be obligated to continue to pay in the Company’s assessment ordinary and normal course of its business to the Employee his conduct, then Salary plus accrued but unused vacation time through the Executive termination date and the Company shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that have no further obligations to Employee from and after the Executive’s conduct constituted improper conduct under the applicable Subsectiondate of termination.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)The Employment Term may be terminated at any time by K-Tron, immediately upon written notice by action taken in good faith by the Company to the Executive of his termination K-Tron Board, for “Cause. .” For purposes of this Agreement, “Cause” shall mean the failure of the Employee to observe or perform (other than by reason of illness, injury or incapacity) any of the material terms or provisions of this Agreement provided that the Employee has been given written notice of such failure and such failure has continued for termination shall be deemed to exist solely in the event of (i) the 30 days thereafter, dishonesty, disloyalty, willful misconduct, conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive or other crime involving moral turpitude, misappropriation of funds, habitual insobriety, substance abuse, similar like cause, any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon action on the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission part of the Executive with respect to such matter was not taken Employee involving willful and deliberate malfeasance or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of his duties and responsibilities hereunder, any other action on the Executivepart of the Employee that is damaging or detrimental in a significant way to any member of the K-Tron Group or any willful violation by the Employee of a written directive from the K-Tron Board or K-Tron’s dutieschief executive officer. For purposes of Should the Employment Term terminate pursuant to this Section 7(b)8.4, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest neither K-Tron nor any other member of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company K-Tron Group shall first be required to prove have any liability or obligation to the reasonable satisfaction Employee after the date on which the Employment Term ends except for any earned but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus, and any benefits or payments (excluding any severance benefits or payments) payable to the Employee under any applicable formal policy or plan of any member of the Executive that he engaged in improper conduct under these Subsections, and if K-Tron Group which covered the Executive shall not agree with Employee at the Company’s assessment termination date of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionEmployment Term.

For Cause. At The Company shall have the election of right, in addition to any other rights and remedies that the Company and subject to the provisions of this Section 7(bmay have (at law, in equity or otherwise), to immediately upon terminate the Term and the Executive's employment with the Company or any of its subsidiaries hereunder by delivery of written notice by the Company to the Executive approved by the Board after the occurrence of his termination for any event constituting "Cause. ." For purposes of this Agreement, “"Cause” for termination " shall be deemed to exist solely in the event of mean: (i) the conviction Executive has engaged in one or more acts constituting a felony; (ii) the Executive refuses to comply with direct instructions of the Chief Executive Officer, the Board or his or its designee that are consistent with Executive's duties to the Company and with relevant requirements of applicable law, as set forth in a written notice to Executive, such compliance to be within fifteen (15) days following such notice or such other time as may be reasonably required for such compliance as determined by the Company in good faith; (iii) the Executive engages in intentionally dishonest or willful misconduct; (iv) the Executive perpetrates a fraud, theft, or embezzlement or misappropriation against or affecting the Company, any subsidiary, any of their respective affiliates or any customer, client, agent, creditor, equity holder or employee of the Company, such subsidiary, or any of their respective affiliates; (v) the Executive breaches any material representation or warranty that such person made, or material obligation that such person owes, to the Company or any of its subsidiaries or affiliates under this Agreement, the Operating Partnership Agreement of the Company, or any other written agreement, which breach, to the extent curable, is not cured within fifteen (15) days following receipt of written notice from the Company or such subsidiary; (vi) the Executive is indicted on charges of, commits, or is convicted of, or the entry of enters a plea of guilty or nolo contendere by the Executive to, a felony or a crime involving fraud or dishonesty; (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon vii) the Executive on habitually abuses alcohol or controlled substances without a per se basis due to the Company offices held by the Executive, so long as any act prescription or omission of (viii) the Executive with respect to such matter was not taken violates any Law or omitted in contravention of any other regulations applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure any subsidiary or any of their respective affiliates or breaches any of his duties to perform the Company, any subsidiary or adhere to explicitly stated duties any of their respective affiliates that are consistent with the terms in each case, for purposes of this Agreementclause (ix), or materially and adversely affects the Company’s reasonable , any subsidiary or any of their respective affiliates, unless such action or conduct is curable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board is cured within fifteen (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (3015) days after following receipt of written notice from the Chief Executive Officer to the Executive, Company or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionsuch subsidiary.

For Cause. At The Company shall have the election of right to terminate this Agreement and to discharge Employee for Cause (as defined below), at any time during the Company and subject to the provisions term of this Section 7(b)Agreement. Termination for Cause shall mean, immediately upon written notice by during the Company to the Executive of his termination for Cause. For purposes term of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating Employee’s willful and continued failure to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to substantially perform his duties after he has received written notice from the Company offices held by identifying the Executive, so long as any act actions or omission of the Executive with respect omissions constituting willful and continued failure to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)perform, (ii) Employee’s conduct that would constitute a willful crime under federal or state law, (iii) Employee’s actions or omissions that constitute fraud, dishonesty or gross misconduct, (iv) Employee’s breach of his any fiduciary duty of loyalty which is materially detrimental that causes material injury to the Company, (iiiv) a willful failure Employee’s breach of any duty causing material injury to the Company, (vi) Employee’s inability to perform or adhere to explicitly stated his material duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these SubsectionsCompany due to alcohol or other substance abuse, and if the Executive shall not agree with or (vii) any violation of the Company’s assessment policies or procedures involving discrimination, harassment, substance abuse or work place violence. Any termination for Cause pursuant to this Section shall be given to Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate Employee for Cause. Upon any determination by the Company that Cause exists to terminate Employee, the Company shall cause a special meeting of the Board of Directors to be called and held at a time mutually convenient to the Board of Directors and Employee, but in no event later than ten (10) business days after Employee’s receipt of the notice that the Company intends to terminate Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his conduct, then choosing to refute such allegations and shall have a reasonable period of time to cure any actions or omissions which provide the Executive Company with a basis to terminate Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors must affirm that Cause exists to terminate Employee. No finding by the Board of Directors will prevent Employee from contesting such determination through appropriate legal proceedings provided that Employee’s sole remedy shall be to sxx for damages, not reinstatement, and damages shall be limited to those that would be paid to Employee if he had been terminated until an arbitratorwithout Cause. In the event the Company terminates Employee for Cause, as provided for the Company shall only be obligated to continue to pay in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under ordinary and normal course of its business to Employee his Base Salary plus accrued but unused vacation time through the applicable Subsectiontermination date and the Company shall have no further obligations to Employee from and after the date of termination.

For Cause. At If the election Term of this Agreement is terminated by Employer for Cause: (a) Employee shall be entitled to receive Employee’s Salary and Incentive Compensation only through the date of termination; and (b) Employee’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 11.8, Employer shall have the option to pay Employee the lump sum of Six (6) months base of Employee’s Salary at the time of termination (the “Severance Payment”) rather than Employee’s Salary and Incentive Compensation through the date of termination, and Employee’s Option Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee’s Salary and Incentive Compensation shall be made in the reasonable judgment of the Company CEO. If Employer elects to make a payment to Employee of the Severance Payment, the Parties hereto agree that such payment and subject to the provisions of this payment provided by Section 7(b), immediately upon written notice by the Company to the Executive of his 6.6 shall be Employee’s complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act of dishonesty or omission of the Executive fraud with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Employer; (ii) the commission by Employee of a willful breach of his duty of loyalty which is materially detrimental felony, a crime involving moral turpitude or other act causing material harm to the Company, Employer’s standing and reputation; (iii) a willful Employee’s continued failure to perform Employee’s duties or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted complete tasks assigned by the Board, or to follow the lawful directives of the Board Employer after ten (provided such directives are consistent with the terms of this Agreement10) which, in any such case, continues for thirty (30) days after days’ written notice from the Chief Executive Officer thereof to the Executive, Employee; or (iv) the actual conduct of, and not merely the allegation of, gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or by Employee with respect to Employer; (v) failure to act, on the Executive’s part will be deemed “gross negligence” communicate or “willful misconduct” unless done, respond during any major system outage impacting a significant number of subscribers or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionresellers.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, Employee’s employment may be terminated for Cause (as defined below) immediately upon written notice by the Company to the Executive of his termination for CauseEmployee. For purposes of this Agreement, “Cause” for termination shall be deemed mean: (A) Employee substantially fails to exist solely perform his duties with the Company (other than any such failure resulting from his incapacity due to Disability) after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in which the event Board believes that Employee has not substantially performed his duties, (B) Employee knowingly or recklessly engages in conduct which is demonstrably and materially injurious to the Company or any of its affiliates, monetarily or otherwise, (iC) Employee commits fraud, bribery, embezzlement or other material dishonesty with respect to the conviction business of the Executive ofCompany or any of its affiliates, or the entry of a plea of guilty or nolo contendere by Company discovers that Employee has committed any such act in the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive past with respect to such matter was not taken a previous employer, (D) Employee is indicted for any felony or omitted in contravention any criminal act involving moral turpitude, or the Company discovers that Employee has been convicted of any applicable policy or directive such act in the past, (E) Employee commits a material breach of any of the Board covenants, representations, terms or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms provisions of this Agreement, (F) Employee knowingly or recklessly violates any instructions or policies of the Company with respect to the operation of its business or affairs that causes material harm, economic or otherwise, to the Company’s ; or (G) Employee abuses illegal drugs. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until Employee has had a reasonable opportunity to cure any such failure or breach in Clauses (A), (B), (E) or (F), to the extent curable, and customary guidelines there shall have been delivered to Employee a copy of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics a resolution duly adopted by the Board, or to follow affirmative vote (which cannot be delegated) of not less than a majority of the lawful directives members of the Board at a meeting of the Board called and held for such purposes (provided such directives are consistent after reasonable notice to him and an opportunity for Employee, together with his counsel, to be heard before the terms Board), finding that in the good faith opinion of the Board, Employee (1) committed the conduct set forth above in clauses (A) through (G) of the first sentence of this AgreementSubsection and specifying the particulars thereof in detail and (2) whichdid not cure such failure or breach in a reasonable period of time, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, extent such failure or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, breach was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectioncurable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the CompanyCompany which is not cured to the reasonable satisfaction of the CEO or the Board within fifteen (15) days following written warning to the Executive from the CEO or the Board describing the alleged circumstances provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, CEO which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a "For Cause" termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s duties's duties (which is not cured by the Executive within 30 days after written warning from the CEO); (v) the Executive's willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Executive's chronic absence from work for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s 's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the Board, a directive of the CEO, or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Company which is not cured to the reasonable satisfaction of the Board within fifteen (15) days following written warning to the Executive from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the Board); (v) the Executive’s willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment . The cessation of his conduct, then employment of the Executive shall not be terminated deemed to be for Cause until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Executive, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in this Section 6(b), and specified in the particulars thereof in detail; provided, that if the Executive’s conduct constituted improper conduct under Executive is a member of the applicable SubsectionBoard, neither the Executive nor any family member of the Executive shall vote on such resolution nor shall they be counted in determining the “Entire Membership” of the Board.

For Cause. At The Company shall have the election of right to terminate this Agreement and to discharge the Company and subject to Employee for Cause (as defined below), at any time during the provisions term of this Section 7(b)Agreement. Termination for Cause shall mean, immediately upon written notice by during the Company to the Executive of his termination for Cause. For purposes term of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive ofEmployee's conduct that would constitute under federal or state law either a felony or a misdemeanor involving moral turpitude, or the entry of a plea of guilty or nolo contendere determination by the Executive toCompany's Board of Directors, a felony (exclusive after consideration of any felony relating to negligent operation of a motor vehicle all available information and not including a convictionfollowing the procedures set forth below, plea of guilty that Employee has willfully violated Company policies or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executiveprocedures involving discrimination, so long as any act harassment, alcohol or omission of the Executive with respect to such matter was not taken substance abuse, or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental work place violence causing material injury to the Company, (ii) Employee's actions or omissions that constitute fraud, dishonesty or gross misconduct, (iii) a willful failure Employee's knowing and intentional breach of any fiduciary duty that causes material injury to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereofEmployee's inability to perform his material duties, after reasonable notice and an opportunity to resolve the issues, due to alcohol or other substance abuse. Any termination for Cause pursuant to this Section shall be given to the Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause. Upon any determination by the Company that Cause exists to terminate the Employee, the Company shall first cause a special meeting of the Board of Directors to be required to prove called and held at a time mutually convenient to the reasonable satisfaction Board of Directors and Employee, but in no event later than ten (10) business days after Employee's receipt of the Executive notice that he engaged in improper conduct under these Subsectionsthe Company intends to terminate the Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his choosing to refute such allegations and shall have a reasonable period of time to cure any actions or omissions which provide the Company with a basis to terminate the Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors must affirm that Cause exists to terminate the Employee. No finding by the Board of Directors will prevent the Employee from contesting such determination through appropriate legal proceedings provided that the Employee's sole remedy shall be to xxx for damages, not reinstatement, and damages shall be limited to those that would be paid to the Employee if he had been terminated without Cause. In the Executive event the Company terminates the Employee for Cause, the Company shall not agree with only be obligated to continue to pay in the Company’s assessment ordinary and normal course of its business to the Employee his conduct, then Salary plus accrued but unused vacation time through the Executive termination date and the Company shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that have no further obligations to Employee from and after the Executive’s conduct constituted improper conduct under the applicable Subsectiondate of termination.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including also exclusive of a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may terminate this Agreement and the election of Executive’s employment with the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination at any time for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of is defined as: (i1) the Executive’s conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, to a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty which involves moral turpitude or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted results in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental material harm to the Company, (iii2) a willful failure to perform Executive’s fraud against the Company, theft, misappropriation or adhere to explicitly stated duties that are consistent with embezzlement of the terms assets or funds of this Agreementthe Company or any customer, or any breach of fiduciary duty owed to the Company’s reasonable and customary guidelines of employment , or reasonable and customary corporate governance guidelines or policiesengagement in misconduct that is materially injurious to the Company, including without limitation any business code violation of ethics adopted by the Board, or to follow the lawful directives any of the Board restrictions set forth in the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and Nondisparagement Agreement as entered into between the Executive and the Company (provided such directives are consistent with the terms of this “Restrictive Covenant Agreement”), (3) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) ’s gross negligence of his duties or willful misconduct in the performance of the his duties under this Agreement, and (4) Executive’s dutiesmaterial breach of this Agreement and failure to cure such breach within thirty (30) days after the receipt of written notice of such breach from Company. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will of the Executive shall be deemed considered “gross negligence” or “willful misconductwillful” unless it is done, or omitted to be done, by the Executive not in good bad faith and or without a reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, was based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company (or any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest interests of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction termination of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment employment of his conduct, then the Executive shall not be terminated deemed to be for Cause unless and until an arbitrator(A) within a reasonable period of time prior to the Board meeting at which the Board will determine whether Cause exists, as the Executive is provided written notice of such meeting and, unless prohibited by law, a reasonable opportunity to review prior to such meeting all information to be presented to the Board with respect to whether Cause exists, (B) the Executive is afforded the opportunity, together with counsel for the Executive, to be heard before the Board, (C) there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose finding that, in Section 13(b)the good faith opinion of the Board, has determined the Executive committed the conduct that constitutes Cause and specifying the particulars thereof in detail, and (D) if the conduct or act alleged to provide grounds for the Executive’s termination for Cause is curable in the discretion of the Board, the Executive has not cured such conduct constituted improper conduct under within thirty (30) days from the applicable Subsectiondate of receiving a copy of the resolution adopted by the Board.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company which is not cured to the reasonable satisfaction of the CEO or the Board within thirty (30) days following written warning to the Executive from the CEO or the Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the CEO or the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the Chief Executive Officer to CEO, the Executive, or Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the CEO); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the CEO within 30 days following written warning to the Executive from the CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the Board, a directive of the CEO, or based upon the advice of outside counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these SubsectionsCompany, and if Ashford Inc. or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his her duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he she engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his her conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may terminate the election Executive’s employment hereunder for Cause (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 options or any other similar equity award. The Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, shall have “Cause” for termination shall be deemed to exist solely in of the event Executive if any of the following has occurred: (a) (i) material dishonesty in the conviction performance of the Executive Executive’s duties hereunder or (ii) the Executive’s failure, whether willful, intentional, or grossly negligent, to perform his or her duties hereunder (other than as a result of a Disability); (b) willful misconduct in connection with the performance of the Executive’s duties hereunder; (c) Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or with respect to a misdemeanor involving moral turpitude; (d) a material breach by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty material covenant or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act contained in (i) this Agreement or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach the Employee Confidentiality Agreement and Restrictive Covenants executed by the Executive and the Company concurrently with their execution and delivery of his duty of loyalty which is materially detrimental to this Agreement and attached hereto as Exhibit A; (e) 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; (iiif) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted refusal by the Board, Executive to comply with a written directive from the Company or to follow the lawful directives of the Board (provided unless such directives are consistent 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 terms of this Agreement) which, in any grounds that the Company believes constitutes Cause and Executive fails to cure such case, continues for 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 termination for Cause shall be effective immediately upon his or her receipt of the written Cause notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(bCompany), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Board, (ii) a willful breach of his her duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he she engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his her conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. Companies or any entity advised by the Company which is not cured to the reasonable satisfaction of the Board within thirty (30) days following written warning to the Executive from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty (30) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the Board); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to any of the Ashford Inc. Companies or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the Board within thirty (30) days following written warning to the Executive from the Board describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Ashford Inc. Companies or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if Ashford Inc. Companies or the Executive shall not agree with entities advised by the Company’s assessment , as applicable. The cessation of his conduct, then employment of the Executive shall not be terminated deemed to be for Cause until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of more than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Executive, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in this Section 6(b), and specified in the particulars thereof in detail; provided, that if the Executive’s conduct constituted improper conduct under Executive is a member of the applicable SubsectionBoard, neither the Executive nor any family member of the Executive shall vote on such resolution nor shall they be counted in determining the “Entire Membership” of the Board.

For Cause. At The Company shall have the election of right to terminate Executive’s employment for Cause (as defined in this Section 6(c)). Upon the reasonable belief by the Board that Executive has committed an act (or failure to act) which constitutes Cause, the Company may immediately suspend Executive from his duties herein and subject bar him from their premises during the Board’s investigation of such acts (or failures to the provisions act) and any such suspension shall not be deemed to be a breach of this Section 7(b), immediately upon written notice Agreement by the Company and/or otherwise provide Executive a right to terminate his employment for Good Reason (the “Investigation Period”). If Executive is ultimately terminated for Cause following the Investigation Period, which shall not exceed one-hundred eighty (180) days, then Executive’s employment shall be deemed to have been terminated as of the first day of such Investigation Period for all purposes under this Agreement (other than with respect to the Executive payment of his termination for CauseBase Salary, participation and vesting in the Company’s qualified defined contribution plan, and the provision of welfare (i.e., health, dental, life insurance, and vacation) benefits during the Investigation Period). For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean (i) the conviction of the Executive of, Executive’s commission or the entry of a guilty plea or plea of guilty or nolo contendere by the Executive to, no contest to a felony (exclusive of any felony relating to negligent operation of or its equivalent under applicable law) or a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)misdemeanor that involves moral turpitude, (ii) a willful breach conduct by Executive that constitutes fraud or embezzlement or any acts of dishonesty in relation to his duty of loyalty which is materially detrimental to duties with the Company, (iii) a willful failure Executive having engaged in negligence, bad faith or misconduct which causes either material reputational or material economic harm to the Company or its affiliates, (iv) Executive’s continued refusal to substantially perform or adhere to explicitly stated Executive’s essential duties that are consistent with the terms of this Agreementhereunder, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board which refusal is not remedied within ten (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (3010) days after written notice from the Chief Executive Officer to Board (which notice specifies in reasonable detail the Executivegrounds constituting Cause under this subclause), or (ivv) gross negligence or willful misconduct in the performance of the Executive’s dutiesbreach of his obligations under this Agreement or the Policies maintained by the Company, which is not cured, if curable, within ten (10) days after the Company notifies Executive of such breach (which notice specifies in reasonable detail the grounds constituting Cause under this subclause). For purposes the avoidance of doubt, Cause shall not exist under subclause (v) of this Section 7(b), no act, or failure to act, on the 6(c) as a result of Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment poor performance of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionduties.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company which is not cured to the reasonable satisfaction of the CEO or the Board within thirty (30) days following written warning to the Executive from the CEO or the Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the CEO or the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the Chief Executive Officer to CEO, the Executive, or Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the CEO); DAL:899227.1 (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the CEO within 30 days following written warning to the Executive from the CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the Board, a directive of the CEO, or based upon the advice of outside counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these SubsectionsCompany, and if Ashford Inc. or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for CauseDirector unless the Director fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive Director of, or the entry of a plea of guilty or nolo contendere by the Executive Director to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive Director on a per se PER SE basis due to the Company offices held services provided under this Agreement by the ExecutiveDirector, so long as any act or omission of the Executive Director with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Company which is not cured to the reasonable satisfaction of the Board within fifteen (15) days following written warning to the Director from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Director that it will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the ExecutiveDirector’s dutiesduties (which is not cured by the Director within thirty (30) days after written warning from the Board); (v) the Director’s willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Director’s chronic absence from Board or committee meetings for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the ExecutiveDirector’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive Director not in good faith and without a reasonable belief that the ExecutiveDirector’s act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Director in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if Company. The cessation of the Executive shall not agree with services to be provided by the Company’s assessment of his conduct, then the Executive Director shall not be terminated deemed to be for Cause until there shall have been delivered to the Director a copy of a resolution duly adopted by the affirmative vote of not less than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Director and the Director is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Director, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Director is guilty of any of the conduct described in this Section 6(b), and specified in the particulars thereof in detail; provided that neither the Executive’s conduct constituted improper conduct under Director nor any family member of the applicable SubsectionDirector shall vote on such resolution nor shall they be counted in determining the “Entire Membership” of the Board.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board AINC CEO or the Chief Executive OfficerAINC Board), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. Companies (hereinafter defined) or any entity advised by the Company which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the AINC CEO or the AINC Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty (30) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the AINC CEO or the AINC Board); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to any of the Ashford Inc. Companies or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness or business-related travel which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the CompanyAshford Inc. Companies. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereofFor purposes of this Section, “Ashford Inc. Companies” shall mean Ashford Inc., the Company shall first be required to prove to the reasonable satisfaction and any of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionits affiliates.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerAINC Board except as permitted in Section 1(b), ); (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company, except as permitted in Section 1(b), which is not cured to the reasonable satisfaction of the CEO or the AINC Board within thirty (30) days following written warning to the Executive from the CEO or the AINC Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with CEO or the terms AINC Board, except as permitted in Section 1(b) of this Agreement) which, in any such case, which continues for thirty (30) days after written notice from the Chief Executive Officer warning to the Executive, or Executive will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the CEO or the AINC Board ; (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the CEO within 30 days following written warning to the Executive from the CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate , Ashford Inc., Ashford Trust or the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At The Company may terminate the election Employee's employment for Cause upon written notice to the Employee in which notice the basis for termination shall be set forth. "Cause" means (i) Employee's conviction of, or plea of nolo contendere, to any felony or to a crime involving moral turpitude or fraud; (ii) Employee's commission of an act of dishonesty or fraud or breach of fiduciary duty or act that has a material adverse effect on the name or public image of the Company and subject as determined by the Board, provided the Board affords the Employee the opportunity to personally appear before the Board in order to state his case prior to the provisions Board voting to so terminate the Employee; (iii) Employee's commission of an act of willful misconduct or gross negligence as determined by the Board, provided the Employee shall have the opportunity to state his case before the Board prior to the Board taking such decision to so terminate the Employee; (iv) the failure of Employee to perform his duties under this Section 7(b)Agreement; (v) the material breach of any of Employee's material obligations under this Agreement; (vi) the failure of Employee to follow a proper directive of the CEO properly given; or (vii) excessive absenteeism, immediately upon chronic alcoholism or any other form of addiction that prevents Employee from performing the essential functions of his position with or without a reasonable accommodation; provided, however, that the Company may terminate Employee's employment for Cause, as to (iv) or (v) or (vi) above, only after failure by Employee to correct or cure, or to commence or to continue to pursue the correction or curing of, such conduct or omission within ten (10) days after receipt by Employee of written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive each specific claim of any felony relating such misconduct or failure; and further provided that no termination pursuant to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or said clause (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, (v) or failure to act, on the Executive’s part will (vi) shall be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove effective prior to the reasonable satisfaction of Employee be provided the Executive that he engaged in improper conduct under these Subsections, and if opportunity to state his case before the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionBoard.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, or (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iviii) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board AINC CEO or the Chief Executive OfficerAINC Board), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the CompanyAshford Inc. Companies (hereinafter defined) or any entity advised by the Company which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances; provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the AINC CEO, the AINC Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the AINC CEO or the AINC Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination; provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the Chief Executive Officer to AINC CEO, the Executive, or AINC Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within thirty (30) days after written warning from the AINC CEO or the AINC Board); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to any of the Ashford Inc. Companies or any entity advised by the Company, or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness or business-related travel which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Ashford Inc. Companies, or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate act, based upon authority given pursuant to a resolution duly adopted by the AINC Board or the Braemar Board, a directive of the AINC CEO, or based upon the advice of outside counsel for the Company or Braemar shall be conclusively presumed to have been done, or omitted, by the Executive pursuant to Subsections (ii) in good faith and (iv) hereof, in the Company shall first be required to prove to the reasonable satisfaction best interests of the Executive that he engaged in improper conduct under these Subsections, and if Ashford Inc. Companies or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At Notwithstanding anything to the election of contrary contained herein, the Company and subject to or the provisions of Parent Corporation may terminate this Section 7(b), Agreement immediately for "Cause" upon written notice by to the Executive, in which event the Company shall be obligated to pay the Executive that portion of his termination for Causethe Base Salary due him through the date of termination, and any accrued and unpaid expense reimbursement pursuant to Section 4(d) hereof. For purposes of this Agreement, “"Cause” for termination " shall mean and be deemed limited to exist solely in the event of (i) the conviction of the Executive of, of a felony under federal or state law; (ii) acts of dishonesty or moral turpitude constituting fraud or embezzlement or otherwise materially adversely affecting the business or properties of the Company or the entry of a plea of guilty Parent Corporation and/or their subsidiaries or nolo contendere affiliates; (iii) failure by the Executive to, a felony to obey the reasonable and lawful orders of the Board of Directors or Chairman of the Company or the Parent Corporation; (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon iv) violation by the Executive on a per se basis due to of the policies, procedures or guidelines promulgated by the Board of Directors or the Chairman of the Company offices held or the Parent Corporation; (v) willful disregard by the Executive of the Executive, so long as any act or omission 's obligations hereunder; (vi) the material failure of the Executive with respect to such matter was not taken perform his duties pursuant to Section 2 hereof, as reasonably determined by the Board of Directors or omitted in contravention of any applicable policy or directive Chairman of the Board Company or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, Parent Corporation; or (ivvii) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, conduct by the Executive that exceeds his actual authority. Notwithstanding anything herein to the contrary, the Company or the Parent Corporation shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds. In the event that such grounds cannot be cured within said period of time, and provided that it is possible for such grounds to be cured, the Executive shall have a reasonable period of time to cure such grounds, provided that he is proceeding in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Companycure same. The parties agree that in order to terminate notice shall state with particularity the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction conduct of the Executive that he engaged in improper conduct under these Subsections, and if the constituting Cause. The Executive shall not agree with have a reasonable opportunity to present his position to the Company’s assessment Board of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that Company or the Executive’s conduct constituted improper conduct under Parent Corporation during the applicable Subsectionnotice period and prior to any termination.

For Cause. At the election The Corporation, by notice to Executive, may immediately terminate this Agreement "for cause" for any of the Company and subject to the provisions of reasons enumerated below in this Section 7(b)4.3 (provided, immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreementhowever, “Cause” for termination shall be deemed to exist solely in the event of termination for a reason specified in clause (i)(B) below, such termination shall be effective only after Executive has been given written notice setting forth in reasonable detail the acts, omissions or failures of the Executive and a specified reasonable period of time in which to cure all of such acts, omissions or failures (if capable of being cured), and such shall not have been cured within such reasonable period) and upon such termination (i) Executive shall be released from any duties hereunder except as set forth in Section 5 hereof; and (ii) the conviction Corporation will pay to Executive his Base Salary through the date of termination: (i) If Executive (A) willfully refuses or fails to carry out specific legal directions of the Executive ofBoard of Directors, or (B) willfully refuses or fails to perform a material part of his duties hereunder; (ii) If Executive commits a breach of any of the entry provisions of Section 5 hereof or breaches the representations and warranties set forth in Section 6 hereof; (iii) If Executive commits an act involving any misappropriation or embezzlement involving the properties, assets or funds of the Corporation or its subsidiaries or affiliates; or (iv) If Executive committed an act (or the failure thereof) which involves intentional wrongdoing or gross negligence relating to the Corporation or its subsidiaries or affiliates. The inability of Executive to continue to be associated with a member of the NASD, such as Kirlin or another broker-dealer subsidiary of the Corporation, as a xxxxxx of a plea regulatory bar or suspension shall not in and of guilty or nolo contendere itself by grounds for a termination for "cause" by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty Corporation under Section 4.3(i) or nolo contendere arising solely under a statutory provision imposing criminal liability upon otherwise unless the Executive on a per se basis due to the Company offices held by the Executive, so long as any for such bar or suspension involves an act or omission of the Executive with respect to such matter was not taken or omitted specified in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (iiSections 4.3(iii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, or (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iviii) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may terminate the election of the Company and subject to the provisions of this Section 7(b)Executive’s employment hereunder at any time, effective immediately upon written notice to the Executive, for Cause (as defined below), subject to the notice and cure periods set forth below. If the Executive’s employment is terminated by the Company for Cause, the Executive shall be entitled to receive the Accrued Rights. Following a termination of the Executive’s employment by the Company for Cause, the Executive shall have no further rights to any compensation or any other benefits with respect to the Executive of his termination for CauseExecutive’s employment with the Company except as set forth in this Section 6.2. For purposes of this Agreement, The Company shall have “Cause” for termination shall be deemed to exist solely in of the event Executive’s employment if any of the following has occurred; provided, however, that the Company represents and warrants that there is no basis for Cause as of the Effective Date: (ia) the conviction of the Executive of, Executive’s dishonesty or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes duties hereunder, which dishonesty or gross negligence, if curable in the reasonable determination of this Section 7(b)the Company, no act, is not cured within ten (10) calendar days after a written notice specifying such dishonesty or failure to act, on gross negligence is received by the Executive from the Company; (b) the Executive’s part will be deemed “gross negligence” willful or “willful misconduct” unless donecontinued failure to perform the Executive’s duties in all material respects, or omitted to be donewhich failure, if curable in the reasonable determination of the Company, is not cured within ten (10) calendar days after a written notice specifying such failure is received by the Executive not in good faith and without a reasonable belief that from the Company; (c) the Executive’s actintentional misconduct in connection with the performance of the Executive’s duties, or failure to actwhich misconduct, was if curable in the best interest reasonable determination of the Company. The parties agree that in order to terminate , is not cured within ten (10) calendar days after a written notice specifying such misconduct is received by the Executive pursuant to Subsections from the Company; (iid) the Executive’s conviction of, nolo contendere or guilty plea to, a crime that constitutes a felony, or a misdemeanor involving moral turpitude; (e) a material breach by the Executive of this Agreement or any restrictive covenant(s) entered into by and between the Company and the Executive (ivincluding, without limitation, any restrictive covenant agreement or confidentiality, property protection, non-competition and/or non-solicitation agreement executed by Executive, collectively, the “Restrictive Covenant(s)”), which breach, if curable in the reasonable determination of the Company, is not cured within ten (10) hereofcalendar days after a written notice specifying such breach is received by the Executive from the Company; (f) following a reasonable investigation by the Company, the Company shall first be required finds a violation by the Executive of any material written policy of the Company, including, but not limited to, policies and procedures pertaining to prove harassment, discrimination, and drug and alcohol use, which violation, if curable in the reasonable determination of the Company, is not cured within ten (10) calendar days after a written notice specifying such violation is received by the Executive from the Company; or (g) confirmed positive illegal drug test result for the Executive, after the Executive has been given a reasonable opportunity to present evidence refuting such result to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company shall have the election of right to terminate Executive’s employment for Cause. Upon the Company and subject to the provisions of this Section 7(b), immediately upon written notice reasonable belief by the Company that Executive has committed an act (or has failed to act in a manner) which constitutes Cause, the Company may immediately suspend Executive from his duties herein and bar him from its premises during the Company’s investigation of such acts (or failures to act) and any such suspension shall not be deemed to be a breach of this Agreement by the Company and/or otherwise provide Executive a right to terminate his employment for Good Reason (the “Investigation Period”); provided, however, that the Company shall have the right to terminate Executive’s employment for Cause immediately and nothing in this Agreement shall require the Company to provide an Investigation Period or otherwise provide advance notice of termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean (i) the conviction of the Executive of, Executive’s commission or the entry of a guilty plea or plea of guilty or nolo contendere by the Executive to, no contest to a felony or a misdemeanor (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely its equivalent under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officerlaw), (ii) a willful breach conduct by Executive that constitutes fraud or embezzlement, or any acts of dishonesty in relation to his duty of loyalty which is materially detrimental to duties with the Company, (iii) a willful Executive’s negligence, bad faith, or misconduct which causes either reputational or economic harm to the Company or its Subsidiaries or its Affiliates as determined by the Company in its sole discretion, (iv) Executive’s refusal or failure to perform Executive’s duties hereunder as determined by the Company in its sole discretion, (v) Executive’s refusal or adhere failure to explicitly stated duties perform any reasonable directive of the Company, (vi) Executive’s knowing misrepresentation of any material fact that are consistent with the terms of this AgreementCompany reasonably requests, (vii) Executive being found unsuitable for, or having been denied, a gaming license, or having such license revoked by a gaming regulatory authority in any jurisdiction in which the Company, Caesars Entertainment Corporation, or any of their respective Subsidiaries or Affiliates conducts operations, (viii) Executive’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policiesviolation, including without limitation any business code of ethics adopted as determined by the BoardCompany, of any securities or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executiveemployment laws or regulations, or (ivix) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes breach of his obligations under this Section 7(b), no act, Agreement or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, Policies as determined by the Executive not Company in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionits sole discretion.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se strict liability basis due to the Company offices position held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his her duty of loyalty which is materially detrimental to has a material adverse effect upon the Company, ; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) 30 days after written notice from the Chief Executive Officer Board to the Executive, or ; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties which has a material adverse effect upon the Company; or (v) a material breach of this Agreement by the Executive that continues for 30 days after written notice from the Board to the Executive. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections clauses (ii), (iv) and (ivv) hereof, the Company a determination shall first be required to prove to the reasonable satisfaction made by a majority of the Executive that he engaged in improper conduct under these Subsections, and if independent members of the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionBoard.

For Cause. At The Company may terminate the election of the Company and subject to the provisions of this Section 7(b), Executive’s employment hereunder immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, the Company shall have “Cause” for termination shall be deemed to exist solely in terminate the event of Executive’s employment hereunder if Executive (i) has committed fraud or misappropriated, stolen or embezzled funds or property from the conviction Company or an affiliate of the Executive Company or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Company or any affiliate of the Company, (ii) has been convicted of, or the entry of entered a plea of guilty or “nolo contendere by the Executive contendere” to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and felony, whether or not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to involving the Company, (iii) a willful failure has willfully failed to perform (other than by reason of illness or adhere temporary disability ) his material duties hereunder on an exclusive and full-time basis, or willfully violated any reasonable directive or decision of the CEO or Board (iv) has knowingly violated or breached any material law or regulation to explicitly stated the material detriment of the Company or any affiliates of the Company or its business, (v) has breached any non-competition, non-disclosure or non-solicitation agreement between Executive and the Company, (vi) fails to follow any policy or procedure of the Company or fails to maintain a license required to perform the duties that are consistent with contemplated by this Agreement, (vii) commits acts of personal dishonesty, abusive behavior toward Company employees, acts incompetently or breaches Executive’s fiduciary duty, (viii) fails to maintain all required state mortgage banking and qualification to do business licenses, or fails to arrange and manage the terms timely defense of litigation against the Company and its subsidiaries, or fails to manage an effective compliance program which avoids high cost or predatory lending violations, violations of other state and federal mortgage banking and consumer protection laws and the federal securities laws, each as determined by the CEO in his sole and absolute discretion, or (ix) breaches any material provision of this Agreement, . Any such termination for cause shall be immediately effective upon oral or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or written notification to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, or (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iviii) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes Notwithstanding any other provision of this Agreement, “Cause” for termination shall be deemed to exist solely in the event Company may terminate the Executive's employment hereunder at any time after a Change of Control upon the occurrence of any of the following: (i) the conviction willful and continued failure of the Executive ofto perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), or the entry of after a plea of guilty or nolo contendere by written demand for substantial performance is delivered to the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Officer of the Company which identifies the manner in which the Board or Chief Executive officer believes that the Executive has not substantially performed the Executive's duties, or (ii) a the willful breach of his duty of loyalty engaging by the Executive in illegal conduct or gross misconduct which is materially detrimental and demonstrably injurious to the Company. Following a Change of Control, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided only such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part termination will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Companyfor Cause. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction cessation of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment employment of his conduct, then the Executive shall not be terminated deemed to be for Cause following a Change of Control unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided for in Section 13(btogether with counsel, to be heard before the Board), has determined that finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. In the event of such termination of the Executive’s conduct constituted improper conduct under 's employment, all compensation and other benefits payable or provided hereunder shall cease as of the applicable Subsectiondate of termination and Base Salary, any unpaid Bonus from a prior year, and all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Sections 3 or 5, shall be paid to the Executive through the date of termination. No Bonus shall be payable with respect to the year in which the Executive is so terminated for Cause. Upon termination of the Executive for Cause, the Option shall terminate immediately and no longer be exercisable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination Your Employer may terminate your employment for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of "CAUSE" if (i) you breach your obligation to keep the conviction details of your Employer's business activities and any potential Changes in Control and related matters confidential both within and outside the Executive ofCompany, or the entry except as otherwise directed by an officer of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), your Employer; (ii) you interfere with your Employer's operations, including through a willful breach of his duty of loyalty which is materially detrimental to the Companyyour duties as specified in this Agreement or in any Employment Agreement, or (iii) a willful failure any of the "Cause" definitions in your Employment Agreement, if any, apply. If you do not have an Employment Agreement, CAUSE will also include (i) your material breach of any confidentiality or noncompete agreement with your Employer that either cannot be cured or, if curable, is not cured within 10 days of your receipt of written notice from your Employer specifying the breach; (ii) your gross negligence in the performance of your duties to perform your Employer, intentional nonperformance or adhere mis-performance of such duties, or refusal to explicitly stated duties that are consistent abide by or comply with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board of Directors of the Company (provided such directives are consistent with the terms "BOARD"), your superior officers, or your Employer's policies and procedures, which actions continue for a period of this Agreement) which, in any such case, continues for thirty (30) at least 10 days after your receipt of written notice from of the Chief Executive Officer need to cure or cease; (iii) your willful dishonesty, fraud, or misconduct with respect to the Executivebusiness or affairs of your Employer, and that in the judgment of your Employer materially and adversely affects the operations or reputation of your Employer; (iv) gross negligence your conviction of a felony or willful misconduct other crime involving moral turpitude; or (v) your abuse of alcohol or drugs (legal or illegal) that, in the performance of the Executive’s duties. For purposes of this Section 7(b)your Employer's judgment, no act, or failure materially impairs your ability to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided perform your duties for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionyour Employer.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes Notwithstanding any other provision of this Agreement, “Cause” for termination shall be deemed to exist solely in the event Company may terminate the Executive's employment hereunder at any time after a Change of Control upon the occurrence of any of the following: (i) the conviction willful and continued failure of the Executive ofto perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), or the entry of after a plea of guilty or nolo contendere by written demand for substantial performance is delivered to the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Officer of the Company which identifies the manner in which the Board or Chief Executive officer believes that the Executive has not substantially performed the Executive's duties, or (ii) a the willful breach of his duty of loyalty engaging by the Executive in illegal conduct or gross misconduct which is materially detrimental and demonstrably injurious to the Company. Following a Change of Control, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided only such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part termination will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Companyfor Cause. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction cessation of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment employment of his conduct, then the Executive shall not be terminated deemed to be for Cause following a Change of Control unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided for in Section 13(btogether with counsel, to be heard before the Board), has determined that finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. In the event of such termination of the Executive’s conduct constituted improper conduct under 's employment, all compensation and other benefits payable or provided hereunder shall cease as of the applicable Subsectiondate of termination and Base Salary and all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Sections 3 or 5, shall be paid to the Executive through the date of termination. No Bonus shall be payable with respect to the year in which the Executive is so terminated for Cause. Upon termination of the Executive for Cause, the Option shall terminate immediately and no longer be exercisable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Company which is not cured to the reasonable satisfaction of the Board within fifteen (15) days following written warning to the Executive from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Executive that it will be deemed a basis for a "For Cause" termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s duties's duties (which is not cured by the Executive within 30 days after written warning from the Board); (v) the Executive's willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Executive's chronic absence from work for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s 's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment . The cessation of his conduct, then employment of the Executive shall not be terminated deemed to be for Cause until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Executive, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in this Section 7(b), and specified in the particulars thereof in detail; provided, that if the Executive’s conduct constituted improper conduct under Executive is a member of the applicable SubsectionBoard, neither the Executive nor any family member of the Executive shall vote on such resolution nor shall they be counted in determining the "Entire Membership" of the Board.

For Cause. At The Company may terminate the election of the Company and subject to the provisions of this Section 7(b)Executive’s employment hereunder at any time, effective immediately upon written notice by the Company to the Executive and a reasonable opportunity, not to exceed thirty (30) days of his termination said written notice, to cure (except in the case of matters which the Board determines in good faith are not able to be cured), for CauseCause (as defined below) and all of the Executive’s rights to payments (other than Base 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 AgreementThereafter, the Company shall have no further obligation to the Executive and the Executive shall not receive any Cash Bonus or any other payments or benefits except for any Cash Bonus earned but not yet paid with respect to the prior fiscal year. The Company shall have “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive if any of the following events, actions or omissions has occurred: 5 (a) the Executive’s failure (whether willful, intentional or due to the Executive’s gross negligence) to perform materially his duties hereunder (other than as a result of a Disability); (b) the Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere contendere, or comparable plea, to any crime involving dishonesty, breach of trust or moral turpitude; (c) any willful act or omission by the Executive to, which materially and adversely affects the financial condition or business reputation of the Company or any of its subsidiaries; (d) a felony (exclusive breach by the Executive of any felony relating to negligent operation of material covenant or provision contained in this Agreement; (e) a motor vehicle and not including a convictionfinding by the Company, plea of guilty after reasonable investigation, that the Executive, willfully, intentionally or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of ’s gross negligence has violated any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent law in connection with the terms of this Agreement, Company or its subsidiaries (unless such action was reviewed and approved in writing by the Company’s reasonable and customary guidelines of employment General Counsel or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer outside legal counsel prior to the Executive, Executive taking such action); or (ivf) gross negligence the repeated failure or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, refusal by the Executive not in good faith and without a reasonable belief that to comply with any written directive from the Executive’s CEO or Board (unless such directive represents an illegal act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election Officer's employment hereunder shall be terminated and --------- all of the Company and his rights to receive salary, bonus, Additional Benefits (subject to the provisions terms of this Section 7(b), immediately any plans relating thereto) and perquisites shall terminate upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event occurrence of (i) the conviction a material breach of the Executive of, or the entry of a plea of guilty or nolo contendere this Agreement by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) Officer's conviction by a willful breach court of his duty competent jurisdiction of loyalty which is materially detrimental to the Company, a felony or (iii) entry of an order duly issued by the Office of Thrift Supervision removing Officer from the office of Employer or the Bank or permanently prohibiting him from participating in the conduct of the affairs of Employer or the Bank. Notwithstanding the foregoing, Officer's employment hereunder shall not be subject to termination under subsection (c)(i) hereof without (A) reasonable notice to Officer setting forth the reasons for Employer's intention to terminate, (B) an opportunity for Officer to cure any such breach within fifteen (15) days after receipt of such notice and (C) delivery to Officer of a willful failure notice of termination stating that a majority of the authorized number of Employer's directors has found that Officer was guilty of the conduct set forth above and specifying the particulars thereof in detail. If Officer shall be suspended from office and/or temporarily prohibited from participating in the conduct of Employer's or the Bank's affairs by any regulatory authority having jurisdiction in the premises, Employer's obligations shall be automatically suspended, subject to perform reinstatement in full if the charges resulting in such suspension or adhere to explicitly stated duties that prohibition are consistent finally dismissed. Such reinstatement shall provide Officer with the terms of this Agreementsalary, other benefits and perquisites to which he would have been entitled absent such suspension or prohibition to the Company’s reasonable same effect and customary guidelines of employment extent as though such suspension or reasonable and customary corporate governance guidelines or policiesprohibition had not occurred, including without limitation reinstatement in full of vesting and years of service accruals, where applicable, for the suspension period and accrued interest at the rate then payable on judgments on all amounts thereupon paid to Officer and attributable to the suspension period. In the event of any business code of ethics adopted termination or suspension by the Board, or Employer pursuant to follow the lawful directives any of the Board (provided such directives are consistent with the terms provisions of this AgreementSection 7(a) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv7(c) hereof, the Company Employer shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionimmediately so notify Officer.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for CauseDirector unless the Director fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive Director of, or the entry of a plea of guilty or nolo contendere by the Executive Director to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive Director on a per se PER SE basis due to the Company offices held services provided under this Agreement by the ExecutiveDirector, so long as any act or omission of the Executive Director with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Company which is not cured to the reasonable satisfaction of the Board within fifteen (15) days following written warning to the Director from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Director that it will be deemed a basis for a "For Cause" termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesDirector's duties (which is not cured by the Director within thirty (30) days after written warning from the Board); (v) the Director's willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Director's chronic absence from Board or committee meetings for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s Director's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive Director not in good faith and without a reasonable belief that the Executive’s Director's act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Director in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if Company. The cessation of the Executive shall not agree with services to be provided by the Company’s assessment of his conduct, then the Executive Director shall not be terminated deemed to be for Cause until there shall have been delivered to the Director a copy of a resolution duly adopted by the affirmative vote of not less than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Director and the Director is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Director, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Director is guilty of any of the conduct described in this Section 6(b), and specified in the particulars thereof in detail; provided that neither the Executive’s conduct constituted improper conduct under Director nor any family member of the applicable SubsectionDirector shall vote on such resolution nor shall they be counted in determining the "Entire Membership" of the Board.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerPresident), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer President to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At Should the election Board of Directors find that there is Cause (as defined below) to terminate Executive's employment, the Board shall provide written notice to Executive setting forth with reasonable specificity such event or events of Cause. Executive shall have thirty (30) days following receipt of such notice to cure such event. If Executive fails to cure such event within such time period, the Company may terminate Executive's employment as provided below. The Company's termination of Executive's employment for Cause must be made by giving a Notice of Termination (as defined in Section 2(f) hereof) to Executive specifying which of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for following events constitutes Cause. For purposes the purpose of this Agreement, “Cause” for termination Cause shall be deemed to exist solely in mean the event occurrence of any of the following events: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating Executive's substantial failure to negligent operation of a motor vehicle carry out and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of perform his material duties after written notice from the Board or the Chief Executive Officer), of Directors; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or Executive's repeated refusal to follow the lawful directives of the Board of Directors; (provided such directives are consistent iii) Executive's commission of a felony (other than a traffic violation); (iv) Executive's commission of an act of fraud, embezzlement, theft or other act of material financial dishonesty against the Company; (v) Executive's commission of an act involving moral turpitude that brings the Company or any of its affiliates into public disrepute or disgrace or causes material harm to customer relations, operations or business prospects of the Company or its affiliates; or, (vi) Executive's material breach of the material provisions of this Agreement or the Proprietary Information and Inventions Agreement signed by Executive upon the commencement of his employment with the terms Company (attached hereto as Exhibit B), including, but not limited to, the provisions relating to the use and disclosure of this Agreementthe Company's confidential information. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause without (i) whichwritten notice to Executive, as provided above, setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for Executive, together with Executive's counsel, to be heard before the Board of Directors of the Company, and (iii) delivery to Executive of a Notice of Termination from the Board of Directors of the Company finding that, in any such casethe good faith opinion of the Board of Directors, continues for thirty Executive was guilty of conduct set forth above in clause (30i), (ii), (iii) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct above, and specifying the particulars thereof in detail. In making the performance of the Executive’s duties. For purposes of this Section 7(bdeterminations described in clauses (i), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii), (iii) and (iv) hereofof this subsection (b) of this Section 2, the Company shall first be required to prove to the reasonable satisfaction of the act reasonably and in good faith. If Executive that he engaged is terminated for Cause as provided in improper conduct under these Subsectionsthis Section 2(b)(2), and if the Executive shall not agree with only be entitled to receive his base compensation through the Company’s assessment date of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectiontermination plus any accrued but unused vacation.

For Cause. At the election of Notwithstanding any provision contained herein, the Company and subject to may terminate this Agreement at any time during the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination Employment Term for "Cause". For purposes of this subsection 8(a)(i), "CAUSE" shall mean (1) A willful breach of any of the material obligations under this Agreement, “Cause” for termination which breach shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere not have been remedied by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for within thirty (30) days after written SSVC shall have given notice from the Chief Executive Officer to the Executive, him of such breach; (2) willful and continued misconduct or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes 's duties hereunder, including his refusal to comply in any material respect with the legal directives of this Section 7(b), no act, the Board or failure to act, on the authorized representative of the Board so long as such directives are not inconsistent with the Executive’s part will be deemed “gross negligence” 's position and duties; (3) dishonest or “willful misconduct” unless donefraudulent conduct, your theft or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest other misappropriation of the Company's proprietary information or property, a deliberate attempt to do an injury to SSVC, or conduct that materially discredits SSVC or is materially detrimental to the reputation of SSVC, including, but not limited to, conviction of a felony; or (4) habitual absenteeism, chronic alcoholism or any other form of addiction which impacts Executive's ability to perform his duties under this Agreement. The parties agree that in order Termination pursuant to terminate this subsection 8(a)(i) shall be effective immediately upon giving the Executive pursuant written notice thereof stating the reason or reasons therefor with respect to Subsections clauses (ii2), (3) or (4) above, and (iv) hereof, thirty days after written notice thereof from the Company shall first be required to prove to the reasonable satisfaction of Executive specifying the Executive acts or omissions constituting the failure and requesting that he engaged in improper conduct under these Subsectionsthey be remedied with respect to clause (1) above, and but only if the Executive has not cured such failure within such thiry day period. In the event of a termination pursuant to this subsecxxxx 8(a)(i), the Executive shall not agree with the Company’s assessment be entitled to payment of his conduct, then Base Compensation and the benefits pursuant to Section 4 hereof up to the effective date of such termination and it is also the intention and agreement of the Company that Executive shall not be terminated until an arbitratordeprived by reason of termination for Cause of any payments, options or benefits which have been vested or have been earned or to which Executive is entitled as provided for in Section 13(b), has determined that of the Executive’s conduct constituted improper conduct under the applicable Subsectioneffective date of such termination.

For Cause. At The Company may immediately terminate the election of Executive’s employment at any time during the Employment Period for Cause, in which case the Company and subject shall pay to the provisions Executive any compensation earned but not paid prior to the effective date of this Section 7(b)such termination. Under such circumstances, immediately upon written notice by such payment will be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive will be entitled to no further benefits under this Agreement. Further, all stock options that have not vested will be deemed forfeited, and any stock options that have vested but have not been exercised shall remain exercisable for a period of his 30 days following termination for Causeand, if not exercised, shall be deemed forfeited. For purposes of this Agreement, “Cause” for termination Cause shall be deemed to exist solely in the event of mean: (i) the Executive’s conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of or misdemeanor that has a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability material adverse effect upon the Executive on a per se basis due to business or reputation of the Company offices held by the Executive, so long as or any act or omission affiliate of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Company; (ii) that the Company has determined that Executive has committed an act constituting a willful material breach of his duty of loyalty fiduciary duty, gross negligence or gross misconduct, which is materially detrimental to has had an injurious effect on the Company, Company or its business; or (iii) a Executive’s willful failure or refusal to perform his assigned duties as reasonably assigned by the Board of Directors or adhere to explicitly stated duties that are consistent with the terms of this Agreementits authorized designee, which willful refusal has had, or if continued, could reasonably be expected to have, an injurious effect on the Company’s reasonable Company or the subsidiaries of the Company or their respective businesses or prospects, and customary guidelines which willful refusal has continued after the Executive has received two written warnings, advising him of employment such failure or reasonable refusal, and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted providing Executive with an opportunity to resume performance in accordance with his assigned duties. Any termination by the Board, or to follow the lawful directives Company for Cause shall be communicated by Notice of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Termination to the Executive, or (iv) gross negligence or willful misconduct Executive given in the performance of the Executive’s dutiesaccordance with Section 9.5 hereof. For purposes of this Section 7(b)Agreement, no act, or failure a “Notice of Termination” means a written notice which sets forth in reasonable detail the facts and circumstances claimed to act, on provide a basis for termination of the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionemployment hereunder.

For Cause. At Employer may terminate Executive’s employment hereunder at any time for “good cause” by written notice of termination to Executive if (1) Executive has either been convicted in court in relation to his personal dishonesty or negligent or willful professional misconduct, or following submission to the election HKIAC by Employer, an arbitral tribunal shall determine that Executive could be convicted in court in relation to his personal dishonesty or negligent or willful professional misconduct; (i) Executive has either been found civilly liable by a court or arbitral panel in relation to his personal dishonesty or negligent or willful professional misconduct, or following submission to the HKIAC by Employer, an arbitral tribunal shall determine that Executive could be found civilly liable by a court in relation to his personal dishonesty or negligent or willful professional misconduct, and (ii) in the case of civil liability for dishonesty or willful misconduct, the Company and subject damages that may be assessed against Executive, together with all damages that may be assessed or have been assessed against Executive in respect of any other similarly actionable dishonest or willful action, are not less than US$10,000, or in the case of civil liability for negligence, the damages that may be assessed against Executive, together with all damages that may be assessed or have been assessed against Executive in respect of any other similarly actionable negligence, are not less than US$1,000,000; (3) the Board, acting in good faith, shall determine that Executive has materially breached any fiduciary duty to Employer; (4) the Board, acting in good faith, shall determine that Executive has engaged in habitual drug or alcohol abuse which materially impairs his ability to perform his duties; (5) the Board, acting in good faith, shall determine that Executive has violated any law, rule or regulation which would have a material adverse impact on Employer or has committed a crime (other than minor traffic violations or similar offenses); (6) the Board, acting in good faith, shall determine that Executive is insane or legally incompetent to manage his business affairs; (7) Executive has filed, or consented to, any petition or other proceeding in bankruptcy with respect to himself; (8) any third party has filed a petition or instituted any other proceeding which is not stayed within sixty (60) days of such filing seeking to find Executive bankrupt or insolvent; or (9) the Board, acting in good faith, shall determine that Executive has breached any of the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and Agreement which breach is not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for cured within thirty (30) days after written notice from the Chief Employer notifies Executive Officer to the Executive, or (iv) gross negligence or willful misconduct thereof in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionwriting.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board CEO or the Chief Executive OfficerAINC Board except as permitted in Section 1(b), ); (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company, except as permitted in Section 1(b), which is not cured to the reasonable satisfaction of the CEO or the AINC Board within thirty (30) days following written warning to the Executive from the CEO or the AINC Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with CEO or the terms AINC Board, except as permitted in Section 1(b) of this Agreement) which, in any such case, which continues for thirty (30) days after written notice from the Chief Executive Officer warning to the Executive, or Executive will be deemed a basis for a “For Cause” termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the CEO or the AINC Board; (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the CEO within 30 days following written warning to the Executive from the CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate , Ashford Inc., Ashford Trust or the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes Notwithstanding any other provision of this Agreement, “Cause” for termination shall be deemed to exist solely in the event Company may terminate the Executive's employment hereunder at any time after a Change of Control upon the occurrence of any of the following: (i) the conviction willful and continued failure of the Executive ofto perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), or the entry of after a plea of guilty or nolo contendere by written demand for substantial performance is delivered to the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Officer of the Company which identifies the manner in which the Board or Chief Executive officer believes that the Executive has not substantially performed the Executive's duties, or (ii) a the willful breach of his duty of loyalty engaging by the Executive in illegal conduct or gross misconduct which is materially detrimental and demonstrably injurious to the Company. Following a Change of Control, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided only such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part termination will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Companyfor Cause. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction cessation of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment employment of his conduct, then the Executive shall not be terminated deemed to be for Cause following a Change of Control unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided for in Section 13(btogether with counsel, to be heard before the Board), has determined that finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. 7 In the event of such termination of the Executive’s conduct constituted improper conduct under 's employment, all compensation and other benefits payable or provided hereunder shall cease as of the applicable Subsectiondate of termination and Base Salary and all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Sections 3 or 5, shall be paid to the Executive through the date of termination. No Bonus shall be payable with respect to the year in which the Executive is so terminated for Cause. Upon termination of the Executive for Cause, the Option shall terminate immediately and no longer be exercisable.

For Cause. At The Company shall have the election of right to terminate this Agreement and to discharge Employee for Cause (as defined below), at any time during the Company and subject to the provisions term of this Section 7(b)Agreement. Termination for Cause shall mean, immediately upon written notice by during the Company to the Executive of his termination for Cause. For purposes term of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating Employee’s willful and continued failure to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to substantially perform his duties after he has received written notice from the Company offices held by identifying the Executive, so long as any act actions or omission of the Executive with respect omissions constituting willful and continued failure to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)perform, (ii) Employee’s conduct that would constitute a willful crime under federal or state law, (iii) Employee’s actions or omissions that constitute fraud, dishonesty or gross misconduct, (iv) Employee’s breach of his any fiduciary duty of loyalty which is materially detrimental that causes material injury to the Company, (iiiv) a willful failure Employee’s breach of any duty causing material injury to the Company, (vi) Employee’s inability to perform or adhere to explicitly stated his material duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these SubsectionsCompany due to alcohol or other substance abuse, and if the Executive shall not agree with or (vii) any violation of the Company’s assessment policies or procedures involving discrimination, harassment, substance abuse or work place violence. Any termination for Cause pursuant to this Section shall be given to Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause. Upon any determination by the Company that Cause exists to terminate Employee, the Company shall cause a special meeting of the Board of Directors to be called and held at a time mutually convenient to the Board of Directors and Employee, but in no event later than ten (10) business days after Employee’s receipt of the notice that the Company intends to terminate Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his conduct, then choosing to refute such allegations and shall have a reasonable period of time to cure any actions or omissions which provide the Executive Company with a basis to terminate Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors must affirm that Cause exists to terminate Employee. In the event the Company terminates Employee for Cause, the Company shall only be terminated until an arbitrator, as provided for obligated to continue to pay in Section 13(b), has determined that the Executive’s conduct constituted improper conduct ordinary and normal course of its business to Employee his Base Salary plus accrued but unused vacation time through the termination date and the Company shall have no further obligations to Employee under this Agreement from and after the applicable Subsectiondate of termination.

For Cause. At The Company shall have the election of right to terminate Executive’s employment for Cause (as defined in this Section 6(c)). Upon the reasonable belief by the Board that Executive has committed an act (or failure to act) which constitutes Cause, the Company may immediately suspend Executive from Executive’s duties herein and subject bar Executive from Company premises during the Board’s investigation of such acts (or failures to the provisions act) and any such suspension shall not be deemed to be a breach of this Section 7(b), immediately upon written notice Agreement by the Company and/or otherwise provide Executive a right to terminate Executive’s employment for Good Reason (as defined in Section 6(e)) (the “Investigation Period”). If Executive is ultimately terminated for Cause following the Investigation Period, which shall not exceed one-hundred eighty (180) days, then Executive’s employment shall be deemed to have been terminated as of the first day of such Investigation Period for all purposes under this Agreement (other than with respect to the Executive payment of his termination for CauseBase Salary, participation and vesting in the Company’s qualified defined contribution plan, and the provision of welfare (i.e., health, dental, life insurance, and vacation) benefits during the Investigation Period). For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean (i) the conviction of the Executive of, Executive’s commission or the entry of a guilty plea or plea of guilty or nolo contendere by the Executive to, no contest to a felony (exclusive of any felony relating to negligent operation of or its equivalent under applicable law) or a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)misdemeanor that involves moral turpitude, (ii) a willful breach conduct by Executive that constitutes fraud or embezzlement or any acts of his duty of loyalty which is materially detrimental dishonesty in relation to Executive’s duties with the Company, (iii) a willful failure Executive having engaged in negligence, bad faith or misconduct which causes either material reputational or material economic harm to the Company or its affiliates, (iv) Executive’s continued refusal to substantially perform or adhere to explicitly stated Executive’s essential duties that are consistent with the terms of this Agreementhereunder, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board which refusal is not remedied within ten (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (3010) days after written notice from the Chief Executive Officer to Board (which notice specifies in reasonable detail the Executivegrounds constituting Cause under this subclause), or (ivv) gross negligence Executive’s breach of Executive’s obligations under this Agreement or willful misconduct the Policies maintained by the Company, which is not cured, if curable, within ten (10) days after the Company notifies Executive of such breach (which notice specifies in reasonable detail the grounds constituting Cause under this subclause). For the avoidance of doubt, Cause shall not exist under subclause (v) of this Section 6(c) as a result of Executive’s poor performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of Employer may terminate this Section 7(b)Agreement at any time, immediately upon written notice by the Company to the Executive of his if termination for is “For Cause”, as hereinafter defined. “For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act of dishonesty or omission of fraud knowingly perpetrated against the Executive with respect to such matter was not taken or omitted Employer as proven in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), a judicial hearing; (ii) the commission by Executive of a willful breach of his duty of loyalty which is materially detrimental felony, a crime involving moral turpitude or other act causing material harm to the Company, Employer’s standing and reputation; (iii) a willful Executive’s continued material failure to perform or adhere Executive’s duties to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for Employer after thirty (30) days after days’ written notice from the Chief Executive Officer thereof to the Executive, ; or (iv) gross negligence or willful misconduct by Executive with respect to Employer. If the Term of this Agreement is terminated by Employer for Cause: (a) Executive shall be entitled to receive Executive’s Salary only through the date of termination; and (b) Executive’s Option Shares shall be deemed owned by Executive through the end of the calendar quarter in which the termination for cause has occurred or 30 days whichever is greater. However, if a dispute arises between Employer and Executive that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 21.8, Employer shall have the option to pay Executive the lump sum of twelve (12) months base of Executive’s Salary at the time of termination (the “Severance Payment”) rather than Executive’s Salary through the date of termination, and Executive’s Option Shares shall continue to be deemed owned by Executive for 90 days after the termination for cause has been executed. Such determination to pay the Severance Payment in lieu of Executive’s Salary shall be made in the performance reasonable judgment of the Board of Directors. If Employer elects to make a payment to Executive of the Severance Payment, the parties hereto agree that such payment and the payment provided by Section 13.2 shall be Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith complete and without exclusive remedy for such a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided termination for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionCause.

For Cause. At The Company may terminate the election Executive’s employment hereunder for Cause (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. The Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, shall have “Cause” for termination shall be deemed to exist solely in of the event Executive if any of the following has occurred: (a) (i) material dishonesty in the conviction performance of the Executive Executive’s duties hereunder or (ii) the Executive’s failure, willfully, intentionally or grossly negligently, to perform his duties hereunder (other than as a result of a Disability); (b) willful misconduct in connection with the performance of the Executive’s duties hereunder; (c) the Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or with respect to a misdemeanor involving moral turpitude; (d) a material breach by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty material covenant or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act contained in (i) this Agreement or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach the Employee Confidentiality Agreement and Restrictive Covenants executed by the Executive and the Company concurrently with their execution and delivery of his duty of loyalty which is materially detrimental to this Agreement; (e) the Company, after reasonable investigation, finds that the Executive has materially 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; (iiif) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted refusal by the Board, or Executive to follow the lawful directives of attempt in good faith to comply with a written directive from the Board (provided unless such directives are consistent 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 the Executive with written notice referencing this provision and describing the terms of this Agreement) which, in any grounds that the Company believes constitutes Cause and the Executive fails to cure such case, continues for 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 the Executive’s termination for Cause shall be effective immediately upon his receipt of the written Cause notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(bCompany), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including also exclusive of a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to materially perform or materially adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the material performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his her duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he she engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his her conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the The Company and subject to the provisions of this Section 7(b), may terminate Executive’s employment for “Cause” immediately upon written notice by for any of the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of following reasons: (i) the Executive’s (A) being indicted for or charged with a felony under United States or applicable state law or (B) conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, to a felony misdemeanor where imprisonment is imposed (exclusive of any felony relating to negligent operation of other than for a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officertraffic-related offense), ; (ii) a willful breach perpetration by Executive of his duty of loyalty which is materially detrimental an illegal act, dishonesty, or fraud that could cause economic injury to the Company, Parent or any of their subsidiaries; (iii) Executive’s insubordination, refusal to perform his duties or responsibilities for any reason other than illness or incapacity; (iv) Executive’s unsatisfactory performance of his material duties for the Company, Parent or any of their subsidiaries, after written notice thereof (if such a breach is capable of correction), unless Executive fully corrects his unsatisfactory performance within 30 days following receipt of such notice, as determined by the Board or a duly authorized committee thereof; (v) willful and deliberate failure by Executive to perform his duties after he has been given notice and an opportunity to effectuate a cure as determined by the Company; (vi) Executive’s willful misconduct or gross negligence with regard to the Company, Parent or any of their subsidiaries; (vii) Executive’s unlawful appropriation of a material corporate opportunity; (viii) Executive’s breach of (A) any confidentiality or other restrictive covenant entered into between Executive and the Company or any of its affiliates, including the Fair Competition Agreement or (B) any other agreement with the Company or any of its affiliates; or (ix) Executive’s failure to perform or adhere start providing services to explicitly stated duties that are consistent the Company on the Start Date in accordance with this Agreement for any reason. Upon termination of Executive’s employment for Cause, neither the 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, (C) any earned and vested benefits and payments pursuant to the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) Benefit Plan and (ivD) hereof, all unreimbursed business expenses incurred and properly submitted in accordance with this Agreement (the Company payments and benefits described in subsections (A) through (D) herein shall first be required to prove to referred herein as the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b“Accrued Benefits”), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for CauseDirector unless the Director fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive Director of, or the entry of a plea of guilty or nolo contendere by the Executive Director to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive Director on a per se PER SE basis due to the Company offices held services provided under this Agreement by the ExecutiveDirector, so long as any act or omission of the Executive Director with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Company which is not cured to the reasonable satisfaction of the Board within fifteen (15) days following written warning to the Director from the Board describing the alleged circumstances; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, which continues for thirty fifteen (3015) days after written notice from the Chief Executive Officer warning to the Executive, or Director that it will be deemed a basis for a "For Cause" termination; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesDirector's duties (which is not cured by the Director within thirty (30) days after written warning from the Board); (v) the Director's willful commission of an act of dishonesty resulting in economic or financial injury to the Company or willful commission of fraud; or (vi) the Director's chronic absence from Board or committee meetings for reasons other than illness. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s Director's part will be deemed “gross negligence” or “willful misconduct” "willful" unless done, or omitted to be done, by the Executive Director not in good faith and without a reasonable belief that the Executive’s Director's act, or failure to act, was in the best interest of the Company. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereof, a resolution duly adopted by the Board or based upon the advise of counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Director in good faith and in the best interests of the Executive that he engaged in improper conduct under these Subsections, and if Company. The cessation of the Executive shall not agree with services to be provided by the Company’s assessment of his conduct, then the Executive Director shall not be terminated deemed to be for Cause until there shall have been delivered to the Director a copy of a resolution duly adopted by the affirmative vote of not less than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Director and the Director is given an arbitratoropportunity, as provided together with counsel for in Section 13(bthe Director, to be heard before the Board), has determined finding that, in the good faith opinion of the Board, the Director is guilty of any of the conduct described in this Section 7(b), and specified in the particulars thereof in detail; provided that neither the Executive’s conduct constituted improper conduct under Director nor any family member of the applicable SubsectionDirector shall vote on such resolution nor shall they be counted in determining the "Entire Membership" of the Board.

For Cause. At If the election Term of this Agreement is terminated by Employer for Cause: (a) Employee shall be entitled to receive Employee’s Salary and Incentive Compensation only through the date of termination; and (b) Employee’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 11.8, Employer shall have the option to pay Employee the lump sum of six (6) months base of Employee’s Salary at the time of termination (the “Severance Payment”) rather than Employee’s Salary and Incentive Compensation through the date of termination, and Employee’s Option Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee’s Salary and Incentive Compensation shall be made in the reasonable judgment of the Company Board of Directors. If Employer elects to make a payment to Employee of the Severance Payment, the Parties hereto agree that such payment and subject to the provisions of this payment provided by Section 7(b), immediately upon written notice by the Company to the Executive of his 6.6 shall be Employee’s complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act of dishonesty or omission of the Executive fraud with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Employer; (ii) the commission by Employee of a willful breach of his duty of loyalty which is materially detrimental felony, a crime involving moral turpitude or other act causing material harm to the Company, Employer’s standing and reputation; (iii) a willful Employee’s continued material failure to perform or adhere Employee’s duties to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for Employer after thirty (30) days after days’ written notice from the Chief Executive Officer thereof to the Executive, Employee; or (iv) the actual conduct of, and not merely the allegation of, gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure by Employee with respect to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionEmployer.

For Cause. At Upon first obtaining written consent from TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (“TCA”), the election Company may terminate Executive’s employment hereunder at any time, effective immediately upon written notice, for cause. For the purpose of this Agreement “cause” shall mean: (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than a failure resulting from Long-Term Disability) that is materially injurious to the Company and subject that remains uncorrected for 10 days after receipt of appropriate written notice from the Board of Directors or Managers (as applicable); (B) engagement in willful, reckless or grossly negligent misconduct that is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud, misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially injurious to the provisions of this Section 7(b), immediately upon Company and that remains uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without Cause. In the event that Executive is terminated for cause, the Company shall pay Executive’s salary through the date of his termination for Causetermination, and shall thereafter have no further obligation to Executive. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms Subsection of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b)Agreement entitled Termination, no act, or failure to act, on the Executive’s part will of the Executive shall be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in without good faith and without a reasonable belief that the Executive’s act, action or failure to act, omission was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may at any time during the election initial Term of the Company Employment and subject to the provisions of during any renewals thereof, terminate this Section 7(b)Agreement for “cause”, effective immediately upon by written notice by the Company of termination given to the Executive of his termination setting forth the basis for Causesuch termination. For the purposes of this Agreement, “Causecause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by will mean the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), ’s: (iiA) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to substantially perform or adhere to explicitly stated his duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board Company (provided such directives are consistent with the terms of this Agreement) which, in other than any such casefailure resulting from the Executive’s physical or mental incapacity), continues after a written demand for thirty 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 (3015) business days after of such written notice from the Chief Executive Officer to the Executive, or Company; (ivB) gross negligence or willful misconduct with regard to material matters in the performance of the Executive’s duties. For purposes ; (C) willful engagement in misconduct with regard to the Company or his duties that is, or is reasonably anticipated by the Company to be, materially injurious to the Company, monetarily or otherwise; (D) deliberate, voluntary or intentional material violation of the Company’s written policies and procedures, (E) willful material violation of the Aon Code of Business Conduct or the Aon Code of Ethics, (F) willful material non compliance with the terms of this Section 7(b)Agreement, no actincluding 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 (G) conviction of, or a plea of guilty or nolo contendere to, any felony whatsoever or any other crime involving the personal enrichment of the Executive at the expense of the Company. No act or failure to act, act on the Executive’s part will shall be deemed considered “gross negligencewillful” or “willful misconduct” unless done, or omitted to be done, if conducted by the Executive not in good faith and without with a reasonable belief that the Executive’s actact or omission was in, or failure to actand not opposed to, was in the best interest interests of the Company. The parties agree that in order to terminate In the Executive pursuant to Subsections (ii) and (iv) hereof, event of a termination for “cause,” the Company shall first will only be required to prove pay or provide to the reasonable satisfaction Executive all accrued but unpaid Base Salary and benefits as of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment date of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionsuch termination.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may terminate the election Executive’s employment hereunder for Cause (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 options or any other similar equity award. The Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, shall have “Cause” for termination shall be deemed to exist solely in of the event Executive if any of the following has occurred: (a) (i) material dishonesty in the conviction performance of the Executive Executive’s duties hereunder or (ii) the Executive’s failure, whether willful, intentional, to perform his duties hereunder (other than as a result of a Disability); (b) willful misconduct that would not be deemed immaterial in connection with the performance of the Executive’s duties hereunder; (c) Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or with respect to a misdemeanor involving moral turpitude; (d) a material breach by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty material covenant or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act contained in (i) this Agreement or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach the Employee Confidentiality Agreement and Restrictive Covenants executed by the Executive and the Company concurrently with their execution and delivery of his duty of loyalty which is materially detrimental to this Agreement and attached hereto as Exhibit A; (e) 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; (iiif) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted refusal by the Board, Executive to comply with a written directive from the Company or to follow the lawful directives of the Board (provided unless such directives are consistent 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 terms of this Agreement) which, in any grounds that the Company believes constitutes Cause and Executive fails to cure such case, continues for grounds within thirty (30) days after receipt of such written notice (except in the case of matters in subsections (c) and (g) above which the Board reasonably determines in good faith are not able to be cured in which case Executive’s termination for Cause shall be effective immediately upon his receipt of the written Cause notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(bCompany), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company shall have the election of right to terminate this Agreement and to discharge the Company and subject to Employee for Cause (as defined below), at any time during the provisions term of this Section 7(b)Agreement. Termination for Cause shall mean, immediately upon written notice by during the Company to the Executive of his termination for Cause. For purposes term of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) Employee’s breach of this Agreement; (ii) Employee’s failure or refusal to perform the conviction duties and responsibilities of the Executive of, or the entry of a plea of guilty or nolo contendere his position as assigned to him by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Company’s Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, ; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the CompanyEmployee’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of his duties hereunder; (iv) Employee’s commission of an act of dishonesty affecting the ExecutiveCompany or the commission of an act constituting common law fraud or a felony; (v) Employee’s duties. For purposes commission of this Section 7(b), no act, or failure to act, on an act (other than the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was exercise of his business judgment in the best interest performance of his duties) resulting in harm to the Company or the Company’s reputation; or (vi) Employee’s willful violation of the Company’s policies or procedures involving discrimination, harassment, alcohol or substance abuse, or work place violence. The parties agree that Any termination for Cause pursuant to this Section shall be given to the Employee in order writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive pursuant Employee for Cause. Upon any determination by the Company that Cause exists to Subsections (ii) and (iv) hereofterminate the Employee, the Company shall first cause a special meeting of the Board of Directors to be required to prove called and held at a time mutually convenient to the reasonable satisfaction Board of Directors and Employee, but in no event later than ten (10) business days after Employee’s receipt of the Executive notice that he engaged in improper conduct under these Subsectionsthe Company intends to terminate the Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his choosing to refute such allegations. A majority of the members of the Board of Directors must affirm that Cause exists to terminate the Employee. No finding by the Board of Directors will prevent the Employee from contesting such determination through appropriate legal proceedings provided that the Employee’s sole remedy shall be to sxx for damages, not reinstatement, and damages shall be limited to those that would be paid to the Employee if he had been terminated without Cause. In the Executive event the Company terminates the Employee for Cause, the Company shall not agree with only be obligated to continue to pay in the Company’s assessment ordinary and normal course of its business to the Employee his conduct, then Salary plus accrued but unused vacation time through the Executive termination date and the Company shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that have no further obligations to Employee from and after the Executive’s conduct constituted improper conduct under the applicable Subsectiondate of termination.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se strict liability basis due to the Company offices position held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), ; (ii) a willful breach of his her duty of loyalty which is materially detrimental to has a material adverse effect upon the Company, ; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) 30 days after written notice from the Chief Executive Officer Board to the Executive, or ; (iv) gross negligence or willful misconduct in the performance of the Executive’s duties's duties which has a material adverse effect upon the Company; or (v) a material breach of this Agreement by the Executive that continues for 30 days after written notice from the Board to the Executive. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “gross "negligence” " or “willful "misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections clauses (ii), (iv) and (ivv) hereof, the Company a determination shall first be required to prove to the reasonable satisfaction made by a majority of the Executive that he engaged in improper conduct under these Subsections, and if independent members of the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionBoard.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Amended and Restated Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including also exclusive of a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to materially perform or materially adhere to explicitly stated duties that are consistent with the terms of this Amended and Restated Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including including, without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board or the Chief Executive Officer (provided such directives are consistent with the terms of this Amended and Restated Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Board or the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the material performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board AINC CEO or the Chief Executive OfficerAINC Board except as permitted in Section l(b), ); (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company, except as permitted in Section 1(b), which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the AINC CEO, the AINC Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with AINC CEO or the terms of this Agreement) whichAINC Board, except as permitted in any such caseSection 1(b), which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the Chief Executive Officer to AINC CEO, the Executive, or AINC Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within 30 days after written warning from the AINC CEO); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the AINC CEO within 30 days following written warning to the Executive from the AINC CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the AINC Board, a directive of the AINC CEO, or based upon the advice of outside counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these SubsectionsCompany, and if Ashford Inc. or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes Notwithstanding any other provision of this Agreement, “Cause” for termination shall be deemed to exist solely in the event Company may terminate the Executive's employment hereunder at any time after a Change of Control upon the occurrence of any of the following: (i) the conviction willful and continued failure of the Executive ofto perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), or the entry of after a plea of guilty or nolo contendere by written demand for substantial performance is delivered to the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Officer or President of the Company which identifies the manner in which the Board or Chief Executive Officer or President believes that the Executive has not substantially performed the Executive's duties, or (ii) a the willful breach of his duty of loyalty engaging by the Executive in illegal conduct or gross misconduct which is materially detrimental and demonstrably injurious to the Company. Following a Change of Control, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided only such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part termination will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Companyfor Cause. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction cessation of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment employment of his conduct, then the Executive shall not be terminated deemed to be for Cause following a Change of Control unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an arbitratoropportunity, as provided for in Section 13(btogether with counsel, to be heard before the Board), has determined that finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. In the event of such termination of the Executive’s conduct constituted improper conduct under 's employment, all compensation and other benefits payable or provided hereunder shall cease as of the applicable Subsectiondate of termination and Base Salary, any unpaid Bonus from a prior year, and all accrued benefits (if any) then payable to the Executive pursuant to the terms of any plans or arrangements referred to in Sections 3 or 5, shall be paid to the Executive through the date of termination. No Bonus shall be payable with respect to the year in which the Executive is so terminated for Cause. Upon termination of the Executive for Cause, the Option shall terminate immediately and no longer be exercisable.

For Cause. At The Company may terminate the election of the Company and subject to the provisions of this Section 7(b)Executive’s employment hereunder at any time, effective immediately upon written notice to the Executive, which continues beyond the period specified below, or if no such period is specified, after 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). If the Executive’s employment is terminated by the Company to for Cause, the Executive shall be entitled to receive the Accrued Rights. Following a termination of his termination the Executive’s employment by the Company for Cause, the Executive shall have no further rights to any compensation or any other benefits with respect to her employment with the Company except as set forth in this Section 6.2. For purposes of this Agreement, The Company shall have “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive if any of the following has occurred: (a) dishonesty or gross negligence in the performance of the Executive’s duties hereunder or the Executive’s willful and continued failure to perform her duties hereunder in all material respects (other than as a result of a Disability), which continues beyond 10 calendar days after a written demand for substantial performance specifying such failure(s) is received by the Executive from the Company; (b) intentional misconduct in connection with the performance of the Executive’s duties, which continues beyond 10 calendar days after a written demand to cease such conduct is received by the Executive from the Company; (c) the Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a misdemeanor involving moral turpitude; (d) a material breach by the Executive of this Agreement or any restrictive covenant(s) entered into by and between the Company and the Executive (including, without limitation, any restrictive covenant agreement or confidentiality, property protection, non-competition and/or non-solicitation agreement executed by Executive, collectively, the “Restrictive Covenant(s)”), which breach, if curable in the reasonable determination of the Company, is not cured within 10 calendar days after a written notice specifying such breach is received by the Executive from the Company; (e) the Company, after reasonable investigation, finds that the Executive has violated material written policies of the Company, including, but not limited to, policies and procedures pertaining to harassment or discrimination, which violation, if curable, continues beyond, or is not cured within, 10 calendar days after a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon written notice specifying such violation is received by the Executive on from the Company; (f) a per se basis due failure or refusal by the Executive to comply with a written directive from the Company offices held Board (unless the Executive reasonably believes such directive represents an illegal act), which continues beyond 10 calendar days after a written demand for substantial performance specifying such failure(s) is received by the Executive from the Company; or (g) confirmed positive illegal drug test result for the Executive, so long as any act or omission of after the Executive with respect has been given a reasonable opportunity to present evidence refuting such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental result to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may immediately terminate the election of Executive's employment at any time during the Employment Period for Cause, in which case the Company and subject shall pay to the provisions Executive any compensation earned but not paid prior to the effective date of this Section 7(b)such termination. Under such circumstances, immediately upon written notice by such payment will be in full and complete discharge of any and all liabilities or obligations of the Company to the Executive hereunder, and the Executive will be entitled to no further benefits under this Agreement. Further, all stock options that have not vested will be deemed forfeited, and any stock options that have vested but have not been exercised shall remain exercisable for a period of his 90 days following termination for Causeand, if not exercised, shall be deemed forfeited. For purposes of this Agreement, “Cause” for termination Cause shall be deemed to exist solely in the event of mean: (i) the Executive's conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of or misdemeanor that has a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability material adverse effect upon the Executive on a per se basis due to business or reputation of the Company offices held by the Executive, so long as or any act or omission affiliate of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Company; (ii) a willful breach of his duty of loyalty which is materially detrimental to that the Company, (iii) a willful failure to perform or adhere to explicitly stated duties Company has determined that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct has in the performance of his duties hereunder committed an act constituting a material breach of fiduciary duty, gross negligence or gross misconduct, which has had an injurious effect on the Company or its business; or (iii) Executive’s 's willful failure or refusal to perform his assigned duties as reasonably assigned by the Board of Directors, which willful refusal has had, or if continued, could reasonably be expected to have, an injurious effect on the Company or the subsidiaries of the Company or their respective businesses or prospects, and which willful refusal has continued after the Executive has received two written warnings, advising him of such failure or refusal, and providing Executive with an opportunity to resume performance in accordance with his assigned duties. Any termination by the Company for Cause shall be communicated by Notice of Termination to the Executive given in accordance with Section 10.5 hereof. For purposes of this Section 7(b)Agreement, no act, or failure a "Notice of Termination" means a written notice which sets forth in reasonable detail the facts and circumstances claimed to act, on provide a basis for termination of the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection's employment hereunder.

For Cause. At Employer may terminate this Agreement “for cause” effective upon written notice to Executive and, notwithstanding anything in this Agreement to the election contrary, shall have no further obligations under this Agreement except as set forth in Paragraph 6.2. The term “for cause” as used in this Agreement shall mean (i) Executive’s willful failure faithfully and diligently to perform her duties as an Executive or Executive’s willful breach of any of the Company and subject to the material terms or provisions of this Section 7(b), immediately upon Agreement after written notice to her by the Company Board specifying in detail such willful failure or breach, provided that such cause shall have been found by a majority vote of all members of the Board (exclusive of Executive) and after (a) at least thirty (30) days written notice to Executive specifying in detail the cause proposed to be claimed and Executive fails to cure such alleged failure or breach within that thirty (30) day period (the “Cure Period”) and (b) an opportunity for Executive to be heard at a meeting of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of Board; (iii) the a conviction of the Executive ofExecutive, whether upon a verdict or the entry of a plea of guilty or nolo contendere by the Executive tocontendere, of a felony or other offense involving moral turpitude or fraud; (exclusive iii) conviction of any felony relating to negligent operation of Executive in a motor vehicle and not including criminal proceeding, whether upon a conviction, verdict or plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due contendere, for violation of banking law, securities law, or any other law directly related to the Company offices held performance of her duties; (iv) a finding of violation or order of a court or administrative agency in a civil proceeding restraining or imposing sanctions upon Executive for violation of banking law, securities law, or any other law directly related to the performance of her duties; (v) a final order for removal of Executive by the a regulator having jurisdiction over Employer; (vi) Executive, so long as any act ’s theft or omission of the Executive fraud with respect to such matter was not taken the business or omitted in contravention affairs of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, Employer; or (ivvi) gross negligence chronic alcohol abuse or willful misconduct in the performance of the illegal drug abuse by Executive’s duties. For purposes of this Section 7(b), no act, An act or failure to act, act on the Executive’s part will of Executive shall be deemed considered “gross negligencewillful” or “willful misconduct” unless if done, or omitted to be done, by the Executive not in good bad faith and or without a reasonable belief that the Executive’s act, act or failure to act, omission was in the best interest interests of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionEmployer.

For Cause. At The Company may terminate this Agreement for "Cause" if: (i) Executive commits any material act of dishonesty constituting a felony which results or is intended to result directly or indirectly in substantial gain or personal enrichment to Executive at the election expense of the Company, or (ii) Executive willfully and continually fails to substantially perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a written demand for substantial performance is delivered to Executive by the Board which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, and subject such failure results in demonstrable material injury to the provisions of this Section 7(b), immediately upon written notice Company. This Agreement shall in no event be considered terminated by the Company to the Executive of his for Cause if such termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event was a result of (i) the conviction of the Executive ofExecutive's bad judgment or negligence, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as ii) any act or omission without intent of the gaining therefrom directly or indirectly a profit to which Executive with respect to such matter was not taken legally entitled, or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure any act or omission by Executive believed in good faith to perform have been or adhere not opposed to explicitly stated duties that are consistent with the terms best interests of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence any act or willful misconduct omission by Executive with respect to which a determination shall have been made that Executive met the applicable standard of conduct prescribed for indemnification or reimbursement of payment of expenses under the regulations of the Company or the laws of the State of Ohio as in effect at the time of such act or omission. This Agreement shall in no event be considered terminated by the Company for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of two-thirds of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the performance good faith opinion of the Executive’s duties. For purposes Board, Executive was guilty of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not conduct set forth above in good faith clauses (i) and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged first sentence of this paragraph and specifying the particulars thereof in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectiondetail.

For Cause. At The Company may terminate the election employment of the Executive prior to the end of the Term “for cause.” Termination “for cause” shall be defined as a termination by the Company of the employment of the Executive occasioned by: i. the Executive’s willful refusal or willful failure: (a) to meet any performance objectives that were mutually agreeable to the Parties, (b) to carry out reasonable direction or instruction issued by the Board, or (c) by his repeated willful failure to perform any of his duties and responsibilities under this Agreement to the reasonable satisfaction of the Board (other than as a result of a Disability), which refusal or failure is not cured within fifteen (15) days after written notice thereof by the Board; ii. the failure by the Executive to cure a willful breach of a material duty imposed on the Executive under this Agreement or any other written agreement between Executive and the Company within fifteen (15) days after written notice thereof by the Company; iii. the Executive’s commission of an act of theft, fraud, embezzlement, falsification of Company or affiliated parties’ (collectively, “Company Party” or “Company Parties”) documents, misappropriation of funds or other assets of the Company and subject Parties, or other acts of dishonesty, misconduct or moral turpitude; iv. the Executive’s gross negligence or willful misconduct, which results in material damage to the provisions of this Section 7(b), immediately upon written notice by Company or any other Company Party; v. the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event Executive’s conviction of (i) the conviction of the Executive of, or the entry entering of a plea of guilty or nolo contendere by with respect to) any felony or misdemeanor evidencing moral turpitude, fraud or embezzlement under the laws of the United States or any other jurisdiction; provided, however, that should the Executive to, a felony (exclusive of be indicted for any felony relating described in this paragraph (v), the Company shall be entitled to negligent operation suspend the Executive without pay pending resolution of such indictment; and provided further, that if the Company suspends the Executive pending resolution of such indictment, and such indictment is resolved without the Executive being convicted (or entering a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon with respect to) any felony that is the subject matter of such indictment, the Company shall promptly reinstate the Executive on a per se basis due and pay to the Company offices held by him all compensation to which he otherwise would have been entitled, but for such suspension; or vi. the Executive’s substantial dependence, so long as any act or omission of the Executive with respect to such matter was not taken or omitted reasonably determined in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted good faith by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executiveon alcohol, or (iv) gross negligence on any narcotic drug or willful misconduct in the performance of the Executive’s dutiesother controlled or illegal substance. For purposes of this Section 7(b), no No act, or failure to act, on the Executive’s part will shall be deemed considered “gross negligence” or “willful misconductwillful” unless intentionally done, or intentionally omitted to be done, by the Executive him. Determination as to whether or not in good faith and without a reasonable belief that “cause” exists for termination of the Executive’s act, or failure to act, was in the best interest employment will be made by disinterested members of the CompanyBoard acting in good faith. The parties agree that in order to terminate In the Executive pursuant to Subsections (ii) event of termination by the Company “for cause,” the Base Salary, all benefits and (iv) hereofother compensation shall cease at the time of termination; provided, however, the Company shall first be required pay the Executive the value of any accrued but unused Vacation Time, and the amount of all accrued but previously unpaid Base Salary through the date of such termination. The Company shall promptly reimburse the Executive for the amount of any Expenses incurred prior to prove such termination by the Executive after which the Company shall have no further obligations to the reasonable satisfaction Executive upon presentation of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment an account of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in expenses pursuant to Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection3(F) above.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “"Cause” " for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive OfficerBoard), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s 's reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s 's duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s 's part will be deemed “"gross negligence” " or “"willful misconduct” " unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s 's act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s 's assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s 's conduct constituted improper conduct under the applicable Subsection.

For Cause. At The Company may terminate the election of the Company and subject to the provisions of this Section 7(b)Executive’s employment hereunder at any time, effective immediately upon written notice to the Executive, which continues beyond the period specified below, or if no such period is specified, after 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). If the Executive’s employment is terminated by the Company to for Cause, the Executive shall be entitled to receive the Accrued Rights. Following a termination of his termination the Executive’s employment by the Company for Cause, the Executive shall have no further rights to any compensation or any other benefits with respect to her employment with the Company except as set forth in this Section 6.2. For purposes of this Agreement, The Company shall have “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive if any of the following has occurred: (a) dishonesty or gross negligence in the performance of the Executive’s duties hereunder or the Executive’s willful and continued failure to perform her duties hereunder in all material respects (other than as a result of a Disability), which continues beyond 10 calendar days after a written demand for substantial performance specifying such failure(s) is received by the Executive from the Company; (b) intentional misconduct in connection with the performance of the Executive’s duties, which continues beyond 10 calendar days after a written demand to cease such conduct is received by the Executive from the Company; (c) the Executive’s conviction of, or the entry of entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a misdemeanor involving moral turpitude; (d) a material breach by the Executive of this Agreement; or any restrictive covenant(s) entered into by and between the Company and the Executive including, without limitation, the the Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of March 2, 2006, by and between the Company and the Executive (the “Restrictive Covenant(s)”), which breach, if curable, continues beyond, or is not cured within, 10 calendar days after a written notice specifying such breach is received by the Executive from the Company; (e) the Company, after reasonable investigation, finds that the Executive has violated material written policies of the Company, including, but not limited to, policies and procedures pertaining to harassment or discrimination, which violation, if curable, continues beyond, or is not cured within, 10 calendar days after a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon written notice specifying such violation is received by the Executive on from the Company; (f) a per se basis due failure or refusal by the Executive to comply with a written directive from the Company offices held Board (unless the Executive reasonably believes such directive represents an illegal act), which continues beyond 10 calendar days after a written demand for substantial performance specifying such failure(s) is received by the Executive from the Company; or (g) confirmed positive illegal drug test result for the Executive, so long as any act or omission of after the Executive with respect has been given a reasonable opportunity to present evidence refuting such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental result to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At If the election Term of this Agreement is terminated by Employer for Cause: (a) Employee shall be entitled to receive Employee's Salary and Incentive Compensation only through the date of termination; and (b) Employee's Purchased Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 11.8, Employer shall have the option to pay Employee the lump sum of six (6) months base of Employee's Salary at the time of termination (the "Severance Payment") rather than Employee's Salary and Incentive Compensation through the date of termination, and Employee's Purchased Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee's Salary and Incentive Compensation shall be made in the reasonable judgment of the Company Board of Directors. If Employer elects to make a payment to Employee of the Severance Payment, the parties hereto agree that such payment and subject to the provisions of this payment provided by Section 7(b), immediately upon written notice by the Company to the Executive of his 6.6 shall be Employee's complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “"Cause” for termination " shall be deemed to exist solely in the event of mean: (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act of dishonesty or omission of the Executive fraud with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), Employer; (ii) the commission by Employee of a willful breach of his duty of loyalty which is materially detrimental felony, a crime involving moral turpitude or other act causing material harm to the Company, Employer's standing and reputation; (iii) a willful Employee's continued material failure to perform or adhere Employee's duties to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for Employer after thirty (30) days after days' written notice from the Chief Executive Officer thereof to the Executive, Employee; or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure by Employee with respect to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable SubsectionEmployer.

For Cause. At The Company shall have the election of right to terminate Executive’s employment for Cause. Upon the reasonable belief by the Company and subject that Executive has committed an act (or has failed to act in a manner) which constitutes Cause, including under the provisions of paragraph 13 of this Section 7(b)Agreement, the Company may immediately upon written notice suspend Executive from Executive’s duties herein and bar Executive from its premises during the Company’s investigation of such acts (or failures to act) and any such suspension shall not be deemed to be a breach of this Agreement by the Company and/or otherwise provide Executive a right to terminate Executive’s employment for Good Reason (the Executive “Investigation Period”); provided, however, that the Company shall have the right to terminate Executive’s employment for Cause immediately and nothing in this Agreement shall require the Company to provide an Investigation Period or otherwise provide advance notice of his termination for Cause. For In addition to violation of the provisions contained in paragraph 13 of this Agreement, for purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean (i) the conviction Executive’s commission of the Executive of, or the entry of a guilty plea or plea of guilty or nolo contendere by the Executive to, no contest to a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely its equivalent under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officerlaw), (ii) a willful breach conduct by Executive that constitutes fraud or embezzlement, or any acts of his duty of loyalty which is materially detrimental dishonesty in relation to Executive’s duties with the Company, (iii) Executive’s gross negligence, bad faith, or gross misconduct which creates a likelihood of reputational or economic harm to the Company or its Subsidiaries or its Affiliates as determined by the Company in its sole discretion, (iv) Executive’s refusal or willful failure to perform Executive’s duties hereunder as determined by the Company in its sole discretion, (v) Executive’s refusal or adhere willful failure to explicitly stated duties perform any reasonable directive of the Company, (vi) Executive’s knowing misrepresentation of any material fact that are consistent with the terms of this AgreementCompany reasonably requests, or (vii) Executive being found unsuitable by the Company’s reasonable and customary guidelines Compliance Committee or by a gaming regulatory agency, or, the Company is either informed or notified by a federal, state or local regulatory authority that such regulatory authority will recommend a finding of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or unsuitability as to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) whichExecutive, in any such casejurisdiction in which the Company, continues for Caesars Entertainment Corporation, or any of their respective Subsidiaries or Affiliates conducts operations, (viii) Executive’s violation, as determined by the Company in its sole discretion, of any securities or employment laws or regulations, or (ix) Executive’s material breach of Executive’s obligations under this Agreement or material violation of the Policies as determined by the Company in its sole discretion. Executive shall have thirty (30) days after written notice from to cure any and all actions supporting the Chief Executive Officer to the Executive, or Company’s Cause finding under (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (iiv) and (ivix) hereofabove, the Company shall first be required subject to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then determination that such act is curable and to the Company’s sole discretion that Executive shall not be terminated until an arbitrator, as provided has successfully cured any and all actions supporting Cause for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectiontermination.

For Cause. At the election Officer's employment hereunder shall be terminated and all of the Company and his rights to receive salary, bonus, Additional Benefits (subject to the provisions terms of this Section 7(b), immediately any plans relating thereto) and perquisites shall terminate upon written notice by the Company to the Executive of his termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event occurrence of (i) the conviction a material breach of the Executive of, or the entry of a plea of guilty or nolo contendere this Agreement by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer), (ii) Officer's conviction by a willful breach court of his duty competent jurisdiction of loyalty which is materially detrimental to the Company, a felony or (iii) entry of an order duly issued by the Office of Thrift Supervision or the Federal Deposit Insurance Corporation removing Officer from the office of Employer or the Bank or permanently prohibiting him from participating in the conduct of the affairs of Employer or the Bank. Notwithstanding the foregoing, Officer's employment hereunder shall not be subject to termination under subsection (c)(i) hereof without (A) reasonable notice to Officer setting forth the reasons for Employer's intention to terminate, (B) an opportunity for Officer to cure any such breach within fifteen (15) days after receipt of such notice and (C) delivery to Officer of a willful failure notice of termination stating that a majority of the authorized number of Employer's directors has found that Officer was guilty of the conduct set forth above and specifying the particulars thereof in detail. If Officer shall be suspended from office and/or temporarily prohibited from participating in the conduct of Employer's or the Bank's affairs by any regulatory authority having jurisdiction in the premises, Employer's obligations shall be automatically suspended, subject to perform reinstatement in full if the charges resulting in such suspension or adhere to explicitly stated duties that prohibition are consistent finally dismissed. Such reinstatement shall provide Officer with the terms of this Agreementsalary, other benefits and perquisites to which he would have been entitled absent such suspension or prohibition to the Company’s reasonable same effect and customary guidelines of employment extent as though such suspension or reasonable and customary corporate governance guidelines or policiesprohibition had not occurred, including without limitation reinstatement in full of vesting and years of service accruals, where applicable, for the suspension period and accrued interest at the rate then payable on judgments on all amounts thereupon paid to Officer and attributable to the suspension period. In the event of any business code of ethics adopted termination or suspension by the Board, or Employer pursuant to follow the lawful directives any of the Board (provided such directives are consistent with the terms provisions of this AgreementSection 7(a) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv7(c) hereof, the Company Employer shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionimmediately so notify Officer.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his her termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of (i) the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officer)Board, (ii) a willful breach of his her duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer Board to the Executive, or (iv) gross negligence or willful misconduct in the performance of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he she engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his her conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsection.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, for Cause, immediately upon written notice by the Company to the Executive of his termination for Causeunless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of the following: (i) the The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive on a per se PER SE basis due to the Company any offices held by the ExecutiveExecutive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board AINC CEO or the Chief Executive OfficerAINC Board except as permitted in Section 1(b), ); (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company, except as permitted in Section 1(b), which is not cured to the reasonable satisfaction of the AINC CEO or the AINC Board within thirty (30) days following written warning to the Executive from the AINC CEO or the AINC Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the AINC CEO, the AINC Board directives shall control; (iii) a willful failure to perform or adhere to explicitly stated duties that are consistent with the terms of this Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including without limitation any business code of ethics adopted by the Board, or to follow the lawful directives of the Board (provided such directives are consistent with AINC CEO or the terms of this Agreement) whichAINC Board, except as permitted in any such caseSection 1(b), which continues for thirty (30) days after written notice warning to the Executive that it will be deemed a basis for a “For Cause” termination, provided that if there is an inconsistency in directives given by the AINC Board as compared to a directive from the Chief Executive Officer to AINC CEO, the Executive, or AINC Board directives shall control; (iv) gross negligence or willful misconduct in the performance of the Executive’s dutiesduties (which is not cured by the Executive within thirty (30) days after written warning from the AINC CEO); (v) the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or (vi) the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the AINC CEO within thirty (30) days following written warning to the Executive from the AINC CEO describing the alleged circumstances. For purposes of this Section 7(b)Section, no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconductwillful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. The parties agree that in order Any act, or failure to terminate the Executive act, based upon authority given pursuant to Subsections (ii) and (iv) hereofa resolution duly adopted by the AINC Board, a directive of the AINC CEO, or based upon the advice of outside counsel for the Company shall first be required conclusively presumed to prove be done, or omitted to be done, by the reasonable satisfaction Executive in good faith and in the best interests of the Executive that he engaged in improper conduct under these SubsectionsCompany, and if Ashford Inc. or the Executive shall not agree with entities advised by the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionapplicable.

For Cause. At The Company shall have the election of right to terminate Executive’s employment for Cause. Upon the Company and subject to the provisions of this Section 7(b), immediately upon written notice reasonable belief by the Company that Executive has committed an act (or has failed to act in a manner) which constitutes Cause, the Company may immediately suspend Executive from Executive’s duties herein and bar Executive from its premises during the Company’s investigation of his such acts (or failures to act) and any such suspension shall not be deemed to be a breach of this Agreement by the Company and/or otherwise provide Executive a right to terminate Executive’s employment for Good Reason (the “Investigation Period”); provided, however, that the Company shall have the right to terminate Executive’s employment for Cause immediately and nothing in this Agreement shall require the Company to provide an Investigation Period or otherwise provide advance notice of termination for Cause. For purposes of this Agreement, “Cause” for termination shall be deemed to exist solely in the event of mean (i) the conviction Executive’s commission of the Executive of, or the entry of a guilty plea or plea of guilty or nolo contendere by the Executive to, no contest to a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including a conviction, plea of guilty or nolo contendere arising solely its equivalent under a statutory provision imposing criminal liability upon the Executive on a per se basis due to the Company offices held by the Executive, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Officerlaw), (ii) a willful breach conduct by Executive that constitutes fraud or embezzlement, or any acts of his duty of loyalty which is materially detrimental dishonesty in relation to Executive’s duties with the Company, (iii) a willful Executive’s negligence, bad faith, or misconduct which causes either reputational or economic harm to the Company or its Subsidiaries or its Affiliates as determined by the Company in its sole discretion, (iv) Executive’s refusal or failure to perform Executive’s duties hereunder as determined by the Company in its sole discretion, (v) Executive’s refusal or adhere failure to explicitly stated duties perform any reasonable directive of the Company, (vi) Executive’s knowing misrepresentation of any material fact that are consistent with the terms of this AgreementCompany reasonably requests, (vii) Executive being found unsuitable for, or having been denied, a gaming license, or having such license revoked by a gaming regulatory authority in any jurisdiction in which the Company, Caesars Entertainment Corporation, or any of their respective Subsidiaries or Affiliates conducts operations, (viii) Executive’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policiesviolation, including without limitation any business code of ethics adopted as determined by the BoardCompany, of any securities or to follow the lawful directives of the Board (provided such directives are consistent with the terms of this Agreement) which, in any such case, continues for thirty (30) days after written notice from the Chief Executive Officer to the Executiveemployment laws or regulations, or (ivix) gross negligence Executive’s breach of Executive’s obligations under this Agreement or willful misconduct in the performance violation of the Executive’s duties. For purposes of this Section 7(b), no act, or failure to act, on the Executive’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, Policies as determined by the Executive not Company in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive shall not be terminated until an arbitrator, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct under the applicable Subsectionits sole discretion.

For Cause. At the election of the Company and subject to the provisions of this Section 7(b)Company, immediately upon written notice by the Company to the Executive Employee of his termination for Cause. For purposes of this Amended and Restated Agreement, “Cause” for termination Cause shall be deemed to exist solely in the event of (i) the conviction of the Executive Employee of, or the entry of a plea of guilty or nolo contendere by the Executive Employee to, a felony (exclusive of any felony relating to negligent operation of a motor vehicle and not including also exclusive of a conviction, plea of guilty or nolo contendere arising solely under a statutory provision imposing criminal liability upon the Executive Employee on a per se basis due to the Company offices held by the ExecutiveEmployee, so long as any act or omission of the Executive Employee with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board or the Chief Executive Employee Officer), (ii) a willful breach of his duty of loyalty which is materially detrimental to the Company, (iii) a willful failure to materially perform or materially adhere to explicitly stated duties that are consistent with the terms of this Amended and Restated Agreement, or the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies,including, including without limitation limitation, any business code of ethics adopted by the Board, or to follow the lawful directives of the Board or the Chief Executive Officer (provided such directives are consistent with the terms of this Amended and Restated Agreement) ), which, in any such case, continues for thirty (30) days after written notice from the Board or the Chief Executive Officer to the ExecutiveEmployee, or (iv) gross negligence or willful misconduct in the material performance of the ExecutiveEmployee’s duties. For purposes of this Section 7(b), no act, or failure to act, on the ExecutiveEmployee’s part will be deemed “gross negligence” or “willful misconduct” unless done, or omitted to be done, by the Executive Employee not in good faith and without a reasonable belief that the ExecutiveEmployee’s act, or failure to act, was in the best interest of the Company. The parties agree that in order to terminate the Executive pursuant to Subsections (ii) and (iv) hereof, the Company shall first be required to prove to the reasonable satisfaction of the Executive that he engaged in improper conduct under these Subsections, and if the Executive shall not agree with the Company’s assessment of his conduct, then the Executive Employee shall not be terminated until an arbitratordue any accrued bonus or other benefits, as provided for in Section 13(b), has determined that the Executive’s conduct constituted improper conduct and shall forfeit all accrued stock options and unvested restricted Common Shares awarded under the applicable SubsectionEquity Incentive Plan, following termination of his employment for Cause.