Common use of For Cause Clause in Contracts

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 I 0 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided Employee's employment hereunder shall be terminable upon a determination by the Board, acting in good faith based upon actual knowledge at such time, that Employee (i) is or has been engaging in a willful or grossly negligent conduct which has resulted in a failure to perform his duties hereunder or as an employee or officer of Employer, (ii) has committed an act of dishonesty, gross carelessness, or other misconduct, or (iii) has committed any act or series of acts which have a direct, substantial and adverse effect on Employer, its business or reputation. Notwithstanding the foregoing, Employee shall not be terminated for cause pursuant to the first paragraph of this Section 5(c) unless and until Employee has received notice of a proposed termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon and Employee has had an opportunity to be heard by the Board. Employee shall be deemed to have had such opportunity if given written or telephonic notice by any director at least ninety-six (96) hours in advance of a meeting. In the event of Employee's termination pursuant to this Section 5(c), Employee's rights to receive Base Salary shall immediately terminate and Employer shall pay to Employee at any timehis Base Salary accrued to the date of such termination to the extent not theretofore paid and the bonus which would otherwise have become payable pursuant to the terms established under Section 4(b) subject to the following provisions. In such eventIf Employee is terminated with cause, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive a payment (ithe "PARTIAL BONUS SEVERANCE") any earned equal to a portion of the bonus which would otherwise have become payable to Employee pursuant to the terms established under Section 4(b) (the "TOTAL POTENTIAL BONUS") if he had not been terminated. The amount of such Partial Bonus Severance shall be equal to (X) the Total Potential Bonus multiplied by (Y) a fraction, the numerator of which shall be the days elapsed between the first day of the fiscal year and unpaid salary accrued through the date of such Employee's termination, and (ii) subject to the terms thereof, any benefits denominator of which may shall be due to Employee under 365. The Partial Bonus Severance shall be calculated and paid only after the provisions close of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the fiscal year in which such Employee was terminated, and then only at the times and in the proportions as bonuses are distributed generally by Employer. Employee's rights under the Plans subsequent to termination occurs. For purposes hereof, “cause” shall mean termination by action be determined under the applicable provisions of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea respective Plans. Except as a conviction) of a felony (whether or not any right expressly set forth to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under the contrary, this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) all other respects will terminate upon such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivetermination.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision contained herein, the Company may terminate this Agreement at any time during the Employment Term for "cause". For purposes of this subsection 8(a)(i), "cause" shall have mean (1) the right continuing willful failure by the Executive to terminate Employee’s employment substantially perform his duties hereunder for cause any reason other than total or partial incapacity due to physical or mental illness, (2) gross negligence or gross malfeasance on the part of the Executive in the performance of his duties hereunder that causes material harm to the Company, and (3) the conviction of the Executive, by a court of competent jurisdiction, of a felony or other serious crime involving moral turpitude. Termination pursuant to this subsection 8(a)(i) shall be effective immediately upon giving the Executive written notice thereof stating the reason or reasons therefor with respect to Employee at any timeclauses (2) and (3) above, and 15 days after written notice thereof from the Company to the Executive specifying the acts or omissions constituting the failure and requesting that they be remedied with respect to clause (1) above, but only if the Executive has not cured such failure within such 15 day period. In such eventthe event of a termination pursuant to this subsection 8(a)(i), Employee’s employment with the Company shall terminate immediately and Employee Executive shall be entitled to receive (i) payment of his 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 deprived by reason of termination for cause of any payments, options or benefits which have been vested or have been earned and unpaid salary accrued through or to which Executive is entitled as of the effective date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice The City may terminate the Agreement if the Consultant is in material breach of termination any of the terms of this Agreement, and such breach has not previously been given under corrected to the City’s reasonable satisfaction in a timely manner. For Reasons Beyond Control of Parties: Either party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party’s reasonable control, such as but not limited to, an act of nature, war or warlike operation, civil commotion, riot, labor dispute including strike, walkout or lockout, except labor disputes involving the Consultant’s own employees, sabotage, or superior governmental regulation or control. For City’s Convenience: The City may terminate this Agreement at any other Section hereoftime, without cause and for any reason including the Company shall have the right to terminate EmployeeCity’s employment for cause convenience, upon written notice to Employee at any timethe Consultant. In such event, Employee’s employment with the Company shall terminate immediately and Employee Notice: Notice of termination pursuant to this Section shall be entitled given by the party terminating this Agreement to receive the other, not less than five (i5) any earned and unpaid salary accrued through business days prior to the effective date of such termination. Actions upon Termination: In the event of termination not the fault of the Consultant, the Consultant shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Agreement. The Consultant agrees that this payment shall fully and adequately compensate the Consultant and all subconsultants for all profits, costs, expenses, losses, liabilities, damages, taxes and charges of any kind whatsoever (iiwhether foreseen or unforeseen) subject attributable to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of Upon termination for any reason delivered by reason, the Company Consultant shall provide the City with the most current design documents, contract documents, writings and other products the Consultant has produced to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice termination, along with copies f all project-related correspondence and similar items. The City shall have the Employee same rights to use these materials as if termination had not occurred; provided however, that the City shall cease his indemnify and hold the Consultant harmless from any claims, losses, or her refusal and shall use his or her best efforts damages to perform such obligations, the termination shall not be effectiveextent caused by modifications made by the City to the Consultant’s work product.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Employer and Company shall will have the right to immediately terminate EmployeeExecutive’s employment and this Agreement for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee “Cause.” “Cause” shall be entitled to receive determined in the sole discretion of the Committee, and shall mean Executive: (i) any earned has materially failed or refused to satisfactorily perform his assigned duties and unpaid salary accrued through the date of such terminationjob responsibilities, and (ii) subject has willfully engaged in conduct that he knew or should have known would be materially injurious to the terms thereofEmployer or Company, any benefits which may be due to Employee under the provisions (iii) has committed an act of any Benefit Plan. Employee hereby disclaims any right to receive fraud, embezzlement or a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s and material breach of the covenants provided for in Sections 10a fiduciary duty to Employer or Company, 11 and 12 (iv) has breached Section 7, 8 or 9 of this Agreement. In , (v) has been convicted of (or pleaded no contest to) any crime that (A) is a felony, (B) involves fraud or dishonesty or (C) impugns the event character or reputation of Executive, Company or Employer, (ivi) such termination is because of the Employee’s willful refusal without proper cause to perform any one has violated or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by caused the Company to violate any law that is harmful to the Employee under business reputation of Employer or Company. A failure to terminate Executive’s employment and this Section 6(a), and (iii) within 10 days following Agreement immediately upon the date occurrence of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination any “Cause” shall not be effectivedeemed a waiver of Employer’s or Company’s right to do so at a later time for such “Cause.” The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” for purposes of the termination of Executive’s services by Employer. If and to the extent that such act or omission may be “cured” by Executive, then Company and Employer shall provide Executive with one (1) month advance written notice detailing the basis for the proposed termination of services for Cause, and during the one-month period after Executive has received such notice, Executive shall have an opportunity to cure such Cause event(s) before the termination for Cause is finalized, during which notice period Executive shall continue to receive the compensation and benefits provided by this Agreement. It is acknowledged and agreed by the parties that many of such acts or omissions, including but not limited to those listed in clauses (iii), (iv), (v) and (vi) above, may not be curable. The parties further agree that it shall be within the sole discretion of the Committee to determine whether any such acts or omissions may be cured and, if so, what actions would constitute an adequate cure of such Cause for purposes of canceling the termination for Cause of Executive’s employment and this Agreement. Upon termination of Executive’s employment hereunder for Cause, Executive will have no rights to any unvested benefits or any other unearned compensation or payments after the termination date.

For Cause. Provided that The Employee's employment hereunder may be terminated at any time by the majority vote of the Board of Directors of the Company taken at any regular or special meeting at which the Employee has been afforded the opportunity to participate (without considering the vote of the Employee for any purpose other than for purposes of establishing a quorum), and shall be effective upon written notice of actual termination for "cause" to the Employee which, for the purposes of the foregoing, shall solely be made upon a determination made in good faith by the Company's Board of Directors, and upon written notice from the Company that Employee has not previously been given under committed an act of personal dishonesty intended to result in a substantial personal benefit or enrichment of the Employee at the expense of the Company. For purposes of this agreement "Cause" shall mean (i) willful disobedience by the Employee of a material and lawful instruction of the Board of Directors or any other Section hereofsenior executive of the Company; or (ii) conviction of the Employee of any felony or any misdemeanor involving fraud or embezzlement or similar crime; or (iii) breach by the Employee of any material provision of this Agreement; or (iv) conduct amounting to fraud, dishonesty, gross negligence, willful misconduct; provided that the Company shall not have the right to terminate Employee’s the employment of Employee pursuant to the foregoing clause (i), (iii) or (iv) unless written notice specifying such breach shall have been given to the Employee and, in the case of breach which is capable of being cured, the Employee shall have failed to cure such breach within twenty (20) days after his receipt of such notice. Upon termination for cause upon written notice to Employee at any time. In such eventas provided in this subsection (c), Employee’s employment with the Company shall terminate immediately and Employee shall not be entitled to receive (i) any earned and unpaid salary compensation or other benefits pursuant to this Agreement except for any compensation or benefits accrued through the date of such termination, and (ii) subject to under the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action this Agreement that remains unpaid as of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of termination date specified in the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such above-mentioned notice of actual termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivecause.

For Cause. Provided that On the date of delivery of a notice from the Company terminating the Executive’s employment for Cause. For purposes of termination has not previously been given under any other Section hereofthis Agreement, the Company shall have the right “Cause” to terminate Employeethe Executive’s employment for cause upon written notice to Employee at any time. In such hereunder in the event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive : (i) the Executive shall have willfully failed and continued to fail substantially to perform the duties (other than due to Disability or any earned failure that the Company anticipated or had reason to anticipate after the issuance by the Executive of a notice of termination) for thirty (30) days after a written demand for performance is delivered to the Executive on behalf of the Company which specifically identifies the manner in which it is alleged that the Executive has not substantially performed her duties, provided that the Company's economic performance or failure to meet any specific projection shall not, in and unpaid salary accrued through the date of such terminationitself, and constitute “Cause”; (ii) subject to the terms thereofExecutive shall have engaged in (A) any material misappropriation of funds, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his properties, or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action assets of the Company’s Board , it being understood that “material” for these purposes shall take into account both the amount of Directors funds, properties or assets misappropriated, and the circumstances thereof (including the intent of the Executive in connection therewith); (iii) any committee thereof because malicious damage or destruction of Employee’s conviction any property or assets of the Company, whether resulting from the Executive's willful actions or omissions or the Executive's gross negligence; (treating a nolo & contendere plea as a convictioniv) the Executive shall (A) have been convicted of a crime involving moral turpitude or constituting a felony relating to the Company or (whether or not B) entered a plea of nolo contendere to any right to appeal such crime, either of which has been exercisedhad a material adverse effect upon the business of the Company; (v) or willful refusal without proper cause to perform his or the Executive shall have (A) materially breached her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 13 hereof or (B) breached any of the other material provisions of this AgreementAgreement and such breach shall remain uncured by the Executive within 30 days following receipt of notice from the Company specifying such breach; and/or (vi) (AA) the Executive is sanctioned by a federal or state government or agency with material violations, provided that such violations are willful and knowing violations on the Executive’s part, of federal or state securities laws relating to the Company and for which the Executive is directly responsible, or (BB) the Executive is found by any court, or by any judicial or administrative process or proceeding, to have committed any such violation, provided that any such violation has had a material adverse effect upon the business of the Company. In the event (i) such termination is because of the Employeetermination of the Executive’s willful refusal without proper cause employment for Cause pursuant to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by Section 8(c), the Company shall pay to the Employee under this Section 6(a), and (iii) within 10 days following Executive Accrued Benefits that had been earned but unpaid as of the date of such notice the Employee termination, and the Executive shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivereceive no further payments of any kind.

For Cause. Provided that On the date of delivery of a notice from the Company terminating the Executive’s employment for Cause. For purposes of termination has not previously been given under any other Section hereofthis Agreement, the Company shall have the right “Cause” to terminate Employeethe Executive’s employment for cause upon written notice to Employee at any time. In such hereunder in the event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive : (i) the Executive shall have willfully failed and continued to fail substantially to perform the duties (other than due to Disability or any earned failure that the Company anticipated or had reason to anticipate after the issuance by the Executive of a notice of termination) for thirty (30) days after a written demand for performance is delivered to the Executive on behalf of the Company which specifically identifies the manner in which it is alleged that the Executive has not substantially performed his duties, provided that the Company's economic performance or failure to meet any specific projection shall not, in and unpaid salary accrued through the date of such terminationitself, and constitute “Cause”; (ii) subject to the terms thereofExecutive shall have engaged in (A) any material misappropriation of funds, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his properties, or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action assets of the Company’s Board , it being understood that “material” for these purposes shall take into account both the amount of Directors funds, properties or assets misappropriated, and the circumstances thereof (including the intent of the Executive in connection therewith); (iii) any committee thereof because malicious damage or destruction of Employee’s conviction any property or assets of the Company, whether resulting from the Executive's willful actions or omissions or the Executive's gross negligence; (treating a nolo & contendere plea as a convictioniv) the Executive shall (A) have been convicted of a crime involving moral turpitude or constituting a felony relating to the Company or (whether or not B) entered a plea of nolo contendere to any right to appeal such crime, either of which has been exercisedhad a material adverse effect upon the business of the Company; (v) or willful refusal without proper cause to perform the Executive shall have (A) materially breached his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 13 hereof or (B) breached any of the other material provisions of this AgreementAgreement and such breach shall remain uncured by the Executive within 30 days following receipt of notice from the Company specifying such breach; and/or (vi) (AA) the Executive is sanctioned by a federal or state government or agency with material violations, provided that such violations are willful and knowing violations on the Executive’s part, of federal or state securities laws relating to the Company and for which the Executive is directly responsible, or (BB) the Executive is found by any court, or by any judicial or administrative process or proceeding, to have committed any such violation, provided that any such violation has had a material adverse effect upon the business of the Company. In the event (i) such termination is because of the Employeetermination of the Executive’s willful refusal without proper cause employment for Cause pursuant to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by Section 8(c), the Company shall pay to the Employee under this Section 6(a), and (iii) within 10 days following Executive Accrued Benefits that had been earned but unpaid as of the date of such notice the Employee termination, and the Executive shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivereceive no further payments of any kind.

For Cause. Provided The Company shall have the right to terminate Executive’s employment for Cause. Upon the reasonable belief (as set out in a concomitant notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for suspension of Executive’s employment) by the Company that notice 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 termination has such acts (or failures to act) and any such suspension shall not previously been given under any other Section hereofbe 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” shall mean (i) Executive’s conviction of or guilty plea or plea of no contest to a felony or a crime involving moral turpitude (or its equivalent under applicable law); in the event Executive is charged with a felony or other crime involving moral turpitude (or its equivalent under applicable law), Company shall have the right to suspend Executive from Executive’s duties herein, with or without pay, and bar Executive from its premises during the pendency of the criminal case, 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; (ii) conduct by Executive that constitutes fraud or embezzlement, or any acts of dishonesty in relation to Executive’s duties with the Company, (iii) Executive’s gross negligence, bad faith or willful 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, for purposes of this Section 7(c)(iii), “gross negligence, bad faith or willful misconduct” may include: violation of the Company’s anti-harassment and anti-discrimination policies; failure to comply with any regulatory requirements applicable to Executive’s job duties; failure to comply with internal reporting requirements, including but not limited to compliance obligations, or breach of Executive’s confidentiality obligations. The foregoing are examples and not necessarily an exhaustive list of conduct that may comprise gross negligence, bad faith or willful misconduct, (iv) Executive’s refusal or failure to perform Executive’s job duties as determined by the Company in its sole discretion; with respect to Executive’s failure to perform his job duties, Company may terminate Employee’s employment for cause upon only if, within thirty (30) days after Company provides written notice to Employee at Executive setting forth the job duties Executive has failed to perform and Executive fails to cure, if curable, all items set forth in said written notice; (v) Executive’s knowing misrepresentation of any time. In such event, Employee’s employment with material fact that the Company shall terminate immediately and Employee shall be entitled to receive reasonably requests, (ivi) Executive being found unsuitable for, or having been denied a gaming license or having such license revoked by a gaming regulatory authority in any earned and unpaid salary accrued through jurisdiction in which the date Company, Caesars Entertainment Corporation, or any of such terminationtheir respective Subsidiaries or Affiliates conducts operations, and (iivii) subject Executive’s violation, as determined by the Company, of any securities or employment laws or regulations, or (ix) In addition to the terms thereofforegoing reference in Section 7(c)(iii), any benefits which may be due to Employee under the provisions Executive’s breach of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the CompanyExecutive’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because violation of Employeethe Policies as determined by the Company in its sole discretion; with respect to Executive’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the EmployeeExecutive’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement Agreement, Company may terminate Employee’s employment for cause only if, within thirty (ii30) such days after Company provides written notice is to Executive setting forth the first such notice of termination for any reason delivered by the Company specific breach or breaches and Executive fails to the Employee under this Section 6(a)cure, and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligationsif curable, the termination shall not be effectiveall items set forth in said written notice.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s or not renew (as applicable) the employment for cause of Employee hereunder without prejudice to any of its other rights or remedies, immediately upon written notice to Employee at any time. time after the occurrence of any of the following events: (a) In the event that Employee shall fail (other than by reason of incapacity) to perform any material duties incident to his employment or, if later applicable, his employment or otherwise shall breach any of the material terms, covenants or restrictions on his part to be performed or observed under this Agreement, which failure or other breach, if curable, is not cured by Employee within [ ] days after notice specifying such eventfailure or other breach in reasonable detail shall have been given to Employee by Company, Employee’s employment with provided that no cure period shall be applicable for a breach of Sections 2.3, 8 and 10.5; (b) In the Company event that Employee shall terminate immediately and repeatedly or willfully fail to carry out the reasonable lawful directives of Company, which repeated or willful failure is not cured by Employee within [ ] days after notice specifying such failure in reasonable detail shall have been given to Employee by Company; (c) In the event that Employee shall be entitled indicted of a felony criminal offense of any nature (other than such felony indictment as disclosed to receive (i) any earned and unpaid salary accrued through the Company in writing as of the date of such terminationthis Agreement) or a misdemeanor criminal offense involving fraud, and dishonesty or moral turpitude, or shall plead nolo contendere or its equivalent as to any of the foregoing, or shall be incarcerated for any reason even as to a previous disclosed indictment; (iid) subject to In the terms thereofevent that Employee shall commit any other acts that, any benefits which may be due to Employee under in the provisions reasonable judgment of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his Company, constitute gross negligence, malfeasance or her annual bonus nonfeasance with respect to the year in which such termination occurs. For purposes hereofduties incident to his employment, “cause” shall mean termination by action including, without limitation, the practice of the Company’s Board of Directors medicine, alcoholism or any committee thereof because of Employee’s conviction drug addition, theft, dishonesty, mental incompetence, physical violence or sexual harassment; (treating a nolo & contendere plea as a convictione) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is that Employee shall fail to perform the duties incident to his employment on a full- time basis with a reasonable degree of competence for any period of [ ] consecutive days, or for an aggregate period of [ ] days at any time during the Term, because of illness, injury or other mental, emotional or physical incapacity of Employee; (f) In the Employee’s willful refusal without proper cause to perform any one or more of event Employee voluntarily terminates his obligations under this Agreement (ii) such notice is the first such employment hereunder, including by giving notice of termination for any reason delivered by non-renewal of the Company Term, which (in either case) he may do only upon [ ] days’ prior notice to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveCompany.

For Cause. Provided EXECUTIVE acts, or fails to act, in a manner that provides Cause for termination of employment. For purposes of this Agreement, the term “Cause” means (i) any material breach by EXECUTIVE of any material term of this Agreement; (ii) the willful and continued failure of EXECUTIVE to perform his duties hereunder; (iii) EXECUTIVE willfully engages in acts of misconduct that materially impact the goodwill or business of Employer; (vi) EXECUTIVE willfully breaches a fiduciary trust for personal profit; or (v) EXECUTIVE willfully violates any law, rule or regulation; provided, however, that no termination under (i) or (ii) above shall be effective unless the EXECUTIVE does not cure such refusal or failure to Employer’s good faith satisfaction as soon as practicable after Employer gives the EXECUTIVE written notice identifying with specificity such breach or failure (and, in any event, within 30 calendar days after receipt of such written notice). No act or failure to act on the part of the EXECUTIVE shall be considered “willful” unless it is done, or omitted to be done, by the EXECUTIVE in bad faith or without reasonable belief that his action or omission was in the best interest of Employer. Employer shall give EXECUTIVE written notice of termination has not previously been given under any other Section hereof, the Company shall have the right its decision to terminate EmployeeEXECUTIVE’s employment for cause upon written notice to Employee at any timeCause and shall state the date of termination within the notice. In such event, EmployeeIf Employer terminates EXECUTIVE’s employment with the Company shall terminate immediately and Employee for Cause, EXECUTIVE only shall be entitled to receive (i) be paid for any earned unpaid Base Salary, reimbursable business expenses and unpaid salary any vested and accrued compensation and benefits due EXECUTIVE under this Agreement or other plan or policy of Employer up through the date of such termination, termination and (ii) subject shall be entitled to the terms thereof, any no further compensation and benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following after the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivetermination.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Employer and Company shall will have the right to immediately terminate Employee’s employment and this Agreement for “Cause.” “Cause” shall be determined in the sole discretion of the Employer or Company, and shall mean Employee: (i) has materially failed or refused to satisfactorily perform his assigned duties and job responsibilities, (ii) has willfully engaged in conduct that he knew or should have known would be materially injurious to Employer or Company, (iii) has committed an act of fraud, embezzlement or a willful and material breach of a fiduciary duty to Employer or Company, (iv) has breached Section 7, 8 or 9 of this Agreement, (v) has been convicted of (or pleaded no contest to) any crime that (A) is a felony, (B) involves fraud or dishonesty or (C) impugns the character or reputation of Employee, Company or Employer, (vi) has violated or caused the Company to violate any law that is harmful to the business reputation of Employer or Company. A failure to terminate Employee’s employment and this Agreement immediately upon the occurrence of any “Cause” shall not be deemed a waiver of Employer’s or Company’s right to do so at a later time for cause upon such “Cause.” The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” for purposes of the termination of Employee’s services by Employer. If and to the extent that such act or omission may be “cured” by Employee, then Company and Employer shall provide Employee with one (1) month advance written notice detailing the basis for the proposed termination of services for Cause, and during the one-month period after Employee has received such notice, Employee shall have an opportunity to cure such Cause event(s) before the termination for Cause is finalized, during which notice period Employee at shall continue to receive the compensation and benefits provided by this Agreement. It is acknowledged and agreed by the parties that many of such acts or omissions, including but not limited to those listed in clauses (iii), (iv), (v) and (vi) above, may not be curable. The parties further agree that it shall be within the sole discretion of the Employer or Company to determine whether any time. In such eventacts or omissions may be cured and, if so, what actions would constitute an adequate cure of such Cause for purposes of canceling the termination for Cause of Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Planthis Agreement. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such Upon termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether employment hereunder for Cause, Employee will have no rights to any unvested benefits or not any right to appeal has been exercised) other unearned compensation or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, payments after the termination shall not be effectivedate.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision contained herein, the Company may terminate this Agreement at any time during the Employment Term for “Cause”. For purposes of this subsection 8(a)(i), “Cause” shall have mean: (1) the right continuing willful failure by the Executive to terminate Employeesubstantially perform his duties hereunder for any reason other than total or partial incapacity due to physical or mental illness; (2) willful misconduct on the part of the Executive in the performance of his duties hereunder that causes material harm to the Company; (3) failure to maintain any license or registration required to be maintained by the rules and regulations of the National Association of Securities Dealers, Inc., the Securities and Exchange Commission, or any other federal or state regulatory agency having jurisdiction over the business conduct of the Executive as an employee of the Company and/or any of its affiliates, if any; or (4) conviction of a felony or of a misdemeanor involving moral turpitude. For purposes of this definition, no act or omission by the Executive will be considered “willful” unless it is made by the Executive in bad faith or without a reasonable belief that the Executive’s employment for cause act or omission was in the best interests of the Company or its affiliates, and any act or omission by the Executive pursuant to a resolution duly adopted by the Board, or on the written advice of counsel, will be deemed made in good faith and in the best interests of the Company. Termination pursuant to this subsection 8(a)(i) shall be effective immediately upon giving the Executive written notice thereof stating the reason or reasons therefor with respect to Employee at any timeclause (4) above, and thirty (30) days after written notice thereof from the Company to the Executive specifying the acts or omissions constituting the failure and requesting that they be remedied with respect to clauses (1), (2) and (3) above, but only if the Executive has not cured such failure within such thirty (30) day period. In such eventthe event of a termination pursuant to this subsection 8(a)(i), Employee’s employment with the Company shall terminate immediately and Employee Executive shall be entitled to receive (i) any earned and unpaid salary accrued payment of his Base Compensation as computed through the date of such terminationTermination Date, and (ii) subject any unpaid Additional Incentive Compensation for periods ended prior to the terms thereofTermination Date, any and the benefits which may be due pursuant to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect Section 4(a) hereof up to the year in which such termination occursTermination Date. For purposes hereof, “cause” shall mean termination by action It is the intention and agreement of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or Company that the Executive shall not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice be deprived by reason of termination for Cause of any reason delivered by payments, options or benefits which have been vested or have been earned or to which the Company to Executive is entitled as of the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveTermination Date.

For Cause. Provided Pioneer Financial shall have thx xxxxt to terminate Nauert's employment hereunder at any time during the Term "for xxxxx". For purposes of this Agreement, "for cause" shall mean any of the following actions (or inactions) by Nauert: illegal conduct of a severity greater than a misdemexxxx, gross neglect of, and the continued failure to perform substantially, Nauert's duties under this Agreement. Notwithstanding anything hexxxx xx the contrary, Nauert's inability to perform the duties of his position due to his xxxxx xx partial disability (as defined herein) shall not be deemed to constitute cause. If, in the opinion of the Board of Directors of Pioneer Financial, Nauert's employment shall become subject to termination for cause, sxxx Xxxxd of Directors shall give Nauert notice to that effect, which notice shall describe the matxxx xx matters constituting such cause. If, at the end of termination such thirty (30) day period, Nauert has not previously been given under any other Section hereofsubstantially eliminated or cured each such mattex xx matters, the Company then Pioneer Financial shall have the right to terminate Employee’s give Nauert notice of the termination of his employment. Nauert's exxxxxxent hereunder shall be considered terminated for caxxx xx xf the date specified in such notice of termination unless and until there is a final determination by a court of competent jurisdiction that the cause of termination of Nauert's employment did not exist at the time of giving said notice xx xxxxxnation. Upon termination of Nauert's employment "for cause upon written notice to Employee at any time. In such eventcause", Employee’s employment with the Company this Agreement shall terminate immediately and Employee shall be entitled witxxxx xxxther obligations to receive Nauert other than Pioneer Financial's obligation (ia) any earned and unpaid to pay to Nauxxx xx a lump sum in cash within thirty (30) days after txx xxte of termination Nauert's base salary accrued through the date of such termination, termination to the extent xxx xxxretofore paid and (iib) subject to the terms thereofextent not theretofore paid or provided, to pay or provide to pay, to Nauert on a timely basis any other amounts or benefits required to bx xxxx or provided or which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right Nauert is eligible to receive a pro rata portion under any plan, program, policy or praxxxxx or contract or agreement of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivePioneer Financial.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the The Company shall have the right to terminate Employee’s employment this Agreement and to discharge Employee for cause upon written notice to Employee Cause (as defined below), at any timetime during the term of this Agreement. In such eventTermination for Cause shall mean, Employee’s employment with during the Company shall terminate immediately and Employee shall be entitled to receive term of this Agreement, (i) any earned Employee’s willful and unpaid salary accrued through continued failure to substantially perform his duties after he has received written notice from the date of such terminationCompany identifying the actions or omissions constituting willful and continued failure to perform, and (ii) subject Employee’s conviction or plea to a felony, misdemeanor or any other crime, (iii) Employee’s actions or omissions that constitute fraud, dishonesty or gross misconduct, (iv) Employee’s breach of any fiduciary duty that causes material injury to the terms thereofCompany, (v) Employee’s breach of any benefits which may be duty causing material injury to the Company, (vi) Employee’s inability to perform his material duties to the reasonable satisfaction of the Company due to Employee under the provisions of alcohol or other substance abuse, or (vii) any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action violation of the Company’s policies or procedures involving discrimination, harassment, substance abuse or work place violence. Any termination for Cause pursuant to this Section shall occur only after notice is given to Employee in writing which shall set forth in detail all acts or omissions upon which the Company is relying to terminate Employee for Cause and, in the case of (i) or (vii), after which the Employee has failed to cure any actions or omissions which provide the Company with a basis 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 or any committee thereof because 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 conviction (treating a nolo & contendere plea as a conviction) receipt of a felony (whether or not any the notice that the Company intends to terminate Employee for Cause. Employee shall have the right to appeal has been exercisedappear 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 in the case of (i) or willful refusal without proper cause (vii) which provide the Company with a basis to perform his or her obligations under this Agreement or because of Employee’s material breach terminate Employee for Cause (provided that such cure period shall not exceed 30 days), provided that Company shall not terminate the Employee until the end of the covenants provided for in Sections 10, 11 and 12 30 day period. A majority of this Agreementthe members of the Board of Directors must affirm that Cause exists to terminate Employee. In the event (i) such the Company terminates Employee for Cause, the Company shall only be obligated to continue to pay in the ordinary and normal course of its business to Employee his Base Salary plus accrued but unused Vacation Time through the termination is because of date and the Employee’s willful refusal without proper cause Company shall have no further obligations to perform any one or more of his obligations Employee under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), from and (iii) within 10 days following after the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivetermination.

For Cause. Provided that notice In the event of a decision by the Board of Directors to terminate Executive's employment for cause: 1. If, in the judgment of the Company's Board of Directors, reasonably exercised, such termination has not previously been given under is due to (i) the Executive's willful misconduct or gross negligence; (ii) his conscious disregard of his obligations hereunder or of any other Section hereofduties reasonably assigned him by the Company; (iii) his repeated conscious violation of any provision of the Company's By-laws or of its other stated policies, the Company shall have the right to terminate Employee’s employment for cause standards or regulations; (iv) his commission of any act involving moral turpitude; or (v) a determination that he has demonstrated a dependence upon written notice to Employee at any time. In such eventaddictive substance, Employee’s employment with the Company shall terminate immediately and Employee including alcohol, controlled substances, narcotics or barbiturates; then, upon termination, he shall be entitled to receive severance pay in an amount equal to ten percent (10%) of his annual base compensation. As a condition precedent to the Company's right to terminate this Agreement for one of the causes specified in the preceding sentence which requires a repeated action or omission by the Executive [clauses (i) any earned and unpaid salary accrued through the date of such termination), and (ii) subject and (iii)], there shall have been created by the Company and furnished to the terms thereofExecutive, any benefits within the sixty (60) day period immediately following commission of the proscribed act or omission, a written description thereof and a statement advising him that the Company views such conduct as being of the type which may be due could lead to Employee a termination of this Agreement under the provisions of any Benefit Section 8d. Further, if the Company seeks to terminate this Agreement on the basis of clause (iii), it must be able to demonstrate that the Executive has been furnished with a copy of the By-law provision, or of the policy, standard or regulation which he is being accused of having violated, at a time prior to the alleged commission of the violation. 2. If certain performances are not met during this Agreement, those being seventy-five percent (75%) of the performance requirements in Exhibit A {the "Business Plan. Employee hereby disclaims any right "), the Agreement may be terminated, and Executive shall be entitled to receive a pro rata portion an amount equal to twenty-five percent (25%) of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivebase compensation.

For Cause. Provided that notice This Agreement may be terminated by the Board of termination has not previously been given under any other Section hereof, Directors of the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such terminationCompany, and (ii) subject to the terms thereofall rights of Employee hereunder, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any including her right to receive a pro rata portion compensation, shall terminate, upon the occurrence of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under the following: a. In the event Employee shall fail or refuse, after request from Company to comply with the reasonable policies, standards, and regulations of Company from time to time established; or b. In the event Employee shall be guilty of fraud, dishonesty, or other acts of misconduct in performing her duties on behalf of the Company; or c. In the event Employee shall fail or refuse, after request by the Company, to faithfully or diligently perform the provisions of this Agreement or the usual or customary duties of her employment; or d. In the event Employee shall die, or in the opinion of an independent physician, shall become totally disabled for a period of three consecutive months from performing the duties of his employment. If Employee has failed to perform his duties hereunder or under law, has violated any of the agreements, covenants, terms, or conditions hereunder in any material respect (ii) such notice is the first such notice of termination which continues for any reason delivered by 5 days or more after the Company gives Employee written notice thereof) or has engaged in conduct which has injured or would injure in any material respect the business or reputation of the Company or otherwise materially adversely affect its interests (which continues for 5 days or more after Company gives Employee written notice thereof), then, and in such event, the Company may, by written notice to Employee, terminate Employee's employment hereunder. Upon delivery to Employee of such notice, together with payment of any salary accrued under Section 1.03 hereof,Employee's employment and all obligations of the Employee Company under Article I hereof shall continue notwithstanding termination of Employee's employment pursuant to this Section 6(a2.03(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided (i) Without limiting the rights or obligations of the Parties under Section 5.4, Section 5.6, or Section 5.7, if Xxxxxx reasonably believes that there is a concern with respect to the safety of the Product that makes the continued promotion, marketing, sale or distribution of the Product inadvisable, Xxxxxx may notify Surmodics. Upon delivery of such notice, or upon the delivery of notice by Xxxxxx pursuant to Section 5.7 regarding a disagreement between the Parties regarding the advisability or necessity of termination has not previously been given under any other Section hereofrecall or advisory letter (the date of the earlier of either such delivery, the Company “Suspension Period Commencement Date”), the Agreement shall remain in effect but (a) all of Xxxxxx’x obligations to promote, market, sell, distribute, or otherwise Commercialize the Product shall be suspended, (b) Xxxxxx shall have the right to cancel any outstanding POs, (c) all Forecasts shall be deemed to be non-binding, (d) Xxxxxx shall have no right to submit additional POs, and (e) all remaining obligations of either Party to Develop the Product, if any, shall be suspended, in each case ((a), (b), (c), (d), and (e)) for the duration of the Suspension Period (as defined below). Representatives of the Parties shall then meet within [**] to discuss in good faith such concern or such disagreement, determine if Surmodics is capable of addressing such concern or such disagreement, and formulate an action plan so that promotion, marketing, sale, distribution, and other Commercialization, and Development, of the Product may be resumed within a reasonable period of time which shall not exceed [**] from the date of such meeting, provided that if such concern cannot be resolved within [**] the Parties may mutually agree in writing to extend such period of time (the period beginning on the Suspension Period Commencement Date and ending at the end of such period of time, the “Suspension Period”). If the Parties are unable to formulate such action plan to Xxxxxx’x reasonable satisfaction within [**] of commencing the discussions contemplated by the foregoing sentence, Xxxxxx shall have the right to terminate Employee’s employment for cause this Agreement effective immediately. (ii) Xxxxxx may terminate this Agreement effective immediately upon written notice to Employee at Surmodics if any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through Milestone listed in Section 1 of Schedule 7 is not achieved by the date that is [**] after the target date specified for such Milestone in Section 1 of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit PlanSchedule 7. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occursCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision contained herein, the Company may terminate this Agreement at any time during the Employment Term for "Cause". For purposes of this subsection 8(a)(i), "Cause" shall have mean (x) the right willful failure by the Executive to terminate Employee’s employment substantially perform his duties hereunder for cause upon any reason other than total or partial incapacity due to physical or mental illness, (y) a conviction of Executive of any crime (other than a routine traffic violation) that constitutes a felony in the jurisdiction in which the crime was committed or the conviction of Executive of any act that constitutes moral turpitude or (z) Executive having committed any act constituting fraud, theft or conversion of property as determined by a court of competent jurisdiction or by the Board after due investigation. Termination pursuant to clause (x) of this subsection 8(a)(i) shall be effective immediately 15 days after delivering written notice thereof from the Company to Employee at any timethe Executive specifying the acts or omissions constituting the failure and requesting that they be remedied, but only if the Executive has not cured such failure within such 15 day period. In such eventthe event of a termination pursuant to this subsection 8(a)(i), Employee’s employment with the Company shall terminate immediately and Employee Executive shall be entitled to receive (i) payment of his 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 deprived by reason of termination for Cause of any payments, options or benefits which have been vested or have been earned and unpaid salary accrued through or to which Executive is entitled as of the effective date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause For Cause immediately upon written notice by Employer to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such , a termination is because of the Employee’s willful refusal without proper cause to perform shall be for “Cause” if any one or more of his obligations under this Agreement the following has occurred: (i) Employee has committed (whether or not at the workplace) (A) an act of fraud, embezzlement, or misappropriation of funds or property, (B) a breach of fiduciary duty, or (C) an illegal, unethical, or dishonest act or omission, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback; or (ii) such notice is the first such notice Employee has been indicted for or convicted by a court of termination for competent jurisdiction of, or has pleaded guilty or nolo contendere to, (A) any reason delivered by the Company felony, (B) any crime involving moral turpitude, or (C) any other crime that reasonably could impair Employee’s ability to the Employee under this Section 6(a), and perform his/her duties hereunder in a satisfactory manner; or (iii) within 10 Employee has committed a willful breach of any of the covenants, terms or provisions of this Agreement, including without limitation §8 or §9, or engaged in any other willful act or omission (whether or not at the workplace) that (A) injures or has the potential to injure any Grosvenor Party, or (B) impairs or has the potential to impair Employee’s ability to perform his/her duties hereunder in a satisfactory manner, which, if curable, remains uncured following ten (10) days written notice to Employee describing such breach; or (iv) Employee has willfully failed or refused to follow the lawful and good faith directions of Employer, which, if curable, remains uncured following ten (10) days’ written notice to Employee describing such failure or refusal; or (v) Employee has been grossly negligent or has engaged in willful misconduct in the date performance of his/her duties hereunder; or (vi) Employee has reported to work under the influence of alcohol, used or possessed illegal drugs (whether or not at the workplace), or engaged in other conduct (whether or not in conjunction with his/her duties hereunder) that is detrimental to any Grosvenor Party or causes any of them public disgrace, disrepute or material harm; or (vii) Employee has violated any of the terms of Employer’s established policies or any applicable law, statute, regulation, or rule of any government authority having jurisdiction over Employee’s business or affairs, which, if curable, remains uncured following ten (10) days written notice to Employee describing such violation; or (viii) Employee has failed to fulfill Employee’s obligations pursuant to §6(c) of this Agreement; or (ix) Employee has resigned other than pursuant to the written notice required pursuant to §6(c) of this Agreement. For purposes of this definition, no act or failure to act on the part of Employee shall cease his be considered “willful” unless done, or omitted to be done, by him/her refusal and shall use his in bad faith or without a reasonable belief that his/her action or omission is in the best efforts to perform such obligations, the termination shall not be effectiveinterests of Employer or its Affiliates.

For Cause. Provided that notice of The Corporation may terminate this Agreement "For Cause" (as hereinafter defined). In the event termination has not previously been given under any other Section hereofis For Cause, the Company Employee shall only be entitled to accrued and unpaid installments of Base Salary up to the date of termination. For purposes of this Agreement, "For Cause" shall mean a basis for the Corporation to terminate this Agreement, as determined by the Board of Directors of the Corporation in its reasonable discretion, due to (i) the conviction of the Employee, by a court of competent jurisdiction, of a felony, (ii) the Employee engaging in any material act of dishonesty, disloyalty, and/or fraud which is intended to, and does, result in a material personal benefit to the Employee, (iii) the material breach by the Employee of any provision of this Agreement or (iv) failure to appropriately respond to instructions from the Board of Directors. Notwithstanding the foregoing, the Corporation shall not terminate this Agreement pursuant to this Section 7(a) unless the Corporation provides Employee with no fewer than thirty (30) days prior written notice ("Notice") of its decision to terminate this Agreement "For Cause." Such notice shall detail the basis for such termination. Following receipt of such notice, Employee shall have the right to terminate Employee’s employment for cause upon written notice request in writing within ten (10) days the opportunity to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive address a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action duly convened meeting of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right and attempt to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of refute the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more basis of his obligations under this Agreement termination (ii) such notice is the first such notice of termination for any reason delivered by the Company to the "Appeal"). If Employee under this Section 6(a)requests an Appeal, and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveterminated pursuant to this Section 7(a) until such time as the Board of Directors has met to consider Employee's Appeal. Following an Appeal, the Board of Directors shall, in its sole discretion, determine whether to terminate Employee For Cause.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee This Agreement shall be entitled to receive terminated upon the discharge of Employee by Employer in writing for Cause. For purposes of this Agreement, an event or occurrence constituting “Cause” shall mean: (i) any earned and unpaid salary accrued through Employee’s willful failure or refusal to perform specific lawful directives of the date senior officers of Employer or senior officers of Parent if such termination, and failure or refusal continues for a period of five (5) days after Employer delivers to Employee written notice particularly stating the specific directives that Employee has failed or refused to perform; (ii) subject Dishonesty of Employee affecting Employer or any other Related Company; (iii) Drunkenness or use of illegal drugs which interferes with the performance of Employee’s duties and responsibilities under this Agreement; (iv) Employee’s conviction of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) Any willful misconduct of Employee resulting in material loss to Employer or any other Related Company, or material damage to the terms thereof, reputation of Employer or any benefits which may be due other Related Company or theft or defalcation from Employer or any other Related Company; (vi) Employee’s neglect or willful failure to substantially perform Employee’s material duties and responsibilities under this Agreement if such failure or refusal continues for a period of five (5) days after Employer delivers to Employee under written notice specifying the manner in which Employee has not substantially performed Employee’s duties; and (vii) Any material breach (not covered by any of clauses (i) through (vi) above) of any of the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material if such breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause not cured within five days after written notice thereof to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered Employee by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveEmployer.

For Cause. Provided Either the Issuer or the Company may terminate this Agreement during the Term at any time for Cause, effective immediately upon written notice to the Executive, in which event the Executive shall be entitled to payment of the Termination Benefits and neither the Issuer nor the Company shall have any further obligation to him. For purposes of this Agreement, “Cause” shall include any of the following: (i) the Executive’s continued failure, whether wilful or not, to perform substantially all of his duties hereunder (other than as a result of being Disabled); (ii) the Executive’s dishonesty (specifically excluding careless errors or good faith misinterpretations); (iii) the Executive’s gross negligence that notice has a material adverse impact on the Company in the discharge of termination has not previously been given his duties hereunder; (iv) the Executive’s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony under the federal, provincial or state laws of Canada or the United States (other than a traffic violation); (v) any other Section hereofwilful act or omission on the Executive’s part which is materially injurious to the financial condition or business reputation of the Company, the Issuer or any of their subsidiaries or affiliates; or (vi) the Executive’s failure or refusal to comply with a lawful written directive from the the Board or the Issuer Board. (vii) the Executive’s breach of Section 6 or 7 of this Agreement. With regard to Sections 5(e)(i), (iii), or (vi), the Issuer or the Company may terminate Executive’s employment hereunder during the Term for Cause by providing written notice to the Executive within thirty (30) days following the occurrence of any of the events specified therein. Such notice shall specify the circumstances relating thereto and, unless the Executive cures the defect within thirty (30) days after receipt of such notice, the Executive’s employment shall terminate ten (10) days after such cure period. Upon such termination For Cause, the Executive shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such eventreceive Termination Benefits, Employee’s employment with the Company shall terminate immediately and Employee as defined above, all of which shall be entitled to receive paid in cash either, at the discretion of the Issuer Board, within thirty (i30) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which days following such termination occurs. For purposes hereof, “cause” shall mean termination by action date or over the course of the 30-day notice period in accordance with the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivestandard payroll practices.

For Cause. Provided that notice The Company may terminate the employment of the Employee prior to the end of the Term of this Employment Agreement “for cause.” Termination “for cause” shall be defined as a termination has not previously been given by the Company of the employment of the Employee occasioned by: i. the failure by the Employee to cure a willful breach of a material duty imposed on the Employee under this Employment Agreement or any other Section hereof, written agreement between Employee and the Company shall have within fifteen (15) days after written notice thereof by the right Company; ii. the continuation by the Employee after written notice by the Company of a willful and continued neglect of a duty imposed on the Employee under this Employment Agreement; iii. acts by Employee of fraud, embezzlement, theft or other material dishonesty directed against the Company; iv. the Employee is formally charged with a felony (other than a traffic offense), or a crime involving moral turpitude, that in the reasonable good faith judgment of the Board of Directors, results in material damage to terminate the Company or its reputation, or would materially interfere with the performance of Employee’s employment for cause upon written notice to Employee at obligations under this Employment Agreement; or v. any time. In such event, condition which either results from the Employee’s employment with substantial dependence, as reasonably determined in good faith by the Board of Directors, on alcohol, or on any narcotic drug or other controlled or illegal substance. vi. the failure of the Company to complete the Financing (as hereinafter defined) on or before May 31, 2013 provided that at least $1,000,000 of net cash proceeds from the Financing are received by the Company on or before March 31, 2013. The term “Financing” shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through mean a financing or a series of financings effected on or after the date of such termination, and (ii) subject this Employment agreement pursuant to which the terms thereof, any benefits which may be due to Employee under Company receives net cash proceeds of at least $2,000,000 in exchange for the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action issuance of the Company’s Board common stock or a security convertible into, exchangeable into or exercisable for shares of Directors the Company’s common stock; provided, however, that the term “Financing” shall not include the receipt of cash proceeds upon conversion, exchange or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) exercise of a felony (whether security outstanding on the date hereof or not upon exercise of a stock option granted to any right employee subsequent to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 date of this Employment Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company “for cause,” all salary, benefits and other payments shall cease at the time of termination, and the Company shall have no further obligations to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveEmployee.

For Cause. Provided that notice Notwithstanding the foregoing, in the event of the termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employeeof Optionee’s employment for cause upon written notice to Employee at any time. In such eventCause (as hereinafter defined), Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through on the date of such termination, and Optionee will immediately forfeit any rights Optionee may have in the Option granted hereunder to the extent the Option has not previously been exercised. (1) As used in this Agreement, “Cause” means that the Corporation or its Board of Directors shall have determined that any of the following events has occurred: (i) the commission by the Optionee of an act of fraud or embezzlement, (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions Optionee’s approval of any Benefit Plan. Employee hereby disclaims act or failure to act by the Corporation or one of its Subsidiaries that exposes the Corporation or one of its Subsidiaries to any right to receive a pro rata portion of his fine, penalty or her annual bonus with respect to monetary damages different in kind or substantially greater in amount than any fine, penalty or monetary damages imposed on the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors Corporation or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is its Subsidiaries in the first such notice of termination for any reason delivered by last five years, or the Company Optionee’s failure to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to prevent any such act, (iii) the unauthorized disclosure of confidential or proprietary information of the Corporation or one or more of its Subsidiaries by the Optionee, (iv) a conviction of the Optionee (including a nolo contendere plea) in any criminal proceedings (other than traffic violations and similar misdemeanors), (v) termination by the Optionee of his or her employment with the Corporation prior to the end of the one-year period described in Section 3 of this Agreement, or (vi) misconduct by the Optionee as an employee of the Corporation or one or more of its Subsidiaries, or the failure of the Optionee properly to discharge the duties and authorities of his or her position which the Corporation determines (A) constitutes a material neglect of the Optionee’s duties or authorities, (B) constitutes a breach of the Optionee’s fiduciary duties to the Corporation and its stockholders, (C) constitutes a failure to perform such obligationsOptionee’s duties to the Corporation or (D) exposes the Corporation or one or more of its Subsidiaries to any inappropriate risk. For purposes of this Agreement, Cause may exist whether or not the termination shall not be effectiveOptionee terminates employment with the Corporation or any Subsidiary.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether or not any right may be assigned to appeal him by Finance’s Board from time to time after Employee has been exercisedprovided with 30 days written notice and an opportunity to cure the problem(s); or (iv) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this Subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment 's employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance's, TFCEI's or its subsidiaries' ability to engage in their businesses or is reasonably expected to materially affect the good name of Finance, TFCEI and/or its subsidiaries; (whether iii) unless medically incapacitated, Employee is demonstrably unable, or not any right Employee is grossly negligent in the performance of Employee's office and such other duties as may be assigned to appeal Employee by Finance's CEO or Finance Board from time to time after Employee has been exercisedprovided with thirty (30) or willful refusal without proper cause days written notice and an opportunity to perform his or her obligations under this Agreement or because cure the problem(s) or; (iv) Employee's violation of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) or this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee's termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance's fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee's Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company Producer and Gold shall also have the right to terminate Employee’s employment for cause upon written notice to Employee at this Agreement as follows: (1) Producer may terminate this Agreement in any time. In such event, Employee’s employment with of the Company shall terminate immediately and Employee shall be entitled to receive following events: (i) the failure by Gold to make any earned and unpaid salary accrued through the date payment to Producer when due, if such nonpayment has not been fully cured within 5 days of such termination, and Gold’s receipt of written notice thereof from Producer; (ii) subject any breach or nonfulfillment of or any default under any term or condition of this Agreement by Gold (other than a payment obligation), if such breach, nonfulfillment or default is not fully cured by Gold within 10 days of Gold’s receipt of written notice thereof from Producer; or (iii) upon the giving of written notice by Producer to Gold, without any opportunity for cure by Gold, in the terms thereofevent of the insolvency of, business failure of, appointment of a receiver of or for any benefits which may be due to Employee under part of the provisions property of, assignment for the benefit of creditors by, or the commencement of any Benefit Plan. Employee hereby disclaims proceeding (whether voluntary or involuntary) under any right to receive a pro rata portion of his bankruptcy, insolvency, debtor/creditor, receivership or her annual bonus with respect to the year similar or related law by or against, Gold. (2) Gold may terminate this Agreement in which such termination occurs. For purposes hereof, “cause” shall mean termination by action any of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event following events: (i) the failure by Producer to make any payment to Gold when due, if such termination is because nonpayment has not been fully cured within 5 days of the EmployeeProducer’s willful refusal without proper cause to perform any one or more receipt of his obligations under this Agreement written notice thereof from Gold; (ii) such notice is the first such notice any breach or nonfulfillment of termination for or any reason delivered default under any term or condition of this Agreement by the Company to the Employee under this Section 6(aProducer (other than a payment obligation), and if such breach, nonfulfillment or default is not fully cured by Producer within 10 days of Producer’s receipt of written notice thereof from Gold; or (iii) within 10 days following upon the date giving of such written notice by Gold to Producer, without any opportunity for cure by Producer, in the Employee shall cease his event of the insolvency of, business failure of, appointment of a receiver of or her refusal and shall use his for any part of the property of, assignment for the benefit of creditors by, or her best efforts to perform such obligationsthe commencement of any proceeding (whether voluntary or involuntary) under any bankruptcy, the termination shall not insolvency, debtor/creditor, receivership or similar or related law by or against, Producer. This Agreement may also be effectiveterminated as provided in Section 27.

For Cause. Provided that notice of termination has not previously --------- been given under any other Section hereof, the Company shall have the right to terminate Employee’s 's employment for cause upon written notice to Employee at any time. In such event, Employee’s 's employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “"cause” " shall mean termination by action of the Company’s 's Board of Directors or any committee thereof because of Employee’s 's conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s 's material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s 's willful refusal without proper cause to perform any one or more of his obligations under this Agreement Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that The Company may at any time terminate the Employee’s employment under this Agreement immediately for Cause (as hereinafter defined). The Company’s decision in this regard shall be taken by the Board. The Employee will be given at least seven days advance written notice of any meeting at which the Board proposes to put forward for a vote a decision on whether or not to terminate the Employee for Cause and the written notice shall describe in reasonable detail the basis on which the Board may conclude that Cause exists. The Employee shall have the opportunity to appear in person and to make such written and/or oral presentation to such meeting of the Board as the Employee thinks necessary. If a majority of the Board authorizes by affirmative vote a termination has for Cause at such meeting (whether or not previously been given the Employee makes any oral or written presentations at such meeting) such determination shall be effective once such decision is confirmed in writing and communicated to the Employee. As used in this Agreement, the term “Cause” shall mean any one or more of the following: (A) any failure or inability (other than by reason of physical or mental disability determined in accordance with Section 3(b)(i)) of the Employee to perform his material duties under this Agreement to the satisfaction of at least a majority of the members of the Board, including, without limitation, any other refusal by the Employee to perform such duties or to perform such specific directives of the Chief Executive Officer which are consistent with the scope and nature of the Employee’s duties and responsibilities under this Agreement; (B) any intentional act of fraud, embezzlement or theft by the Employee in connection with his duties hereunder or in the course of his employment hereunder or the Employee’s admission or conviction of, or plea of nolo contender to, a felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation; (C) any gross negligence or willful misconduct of the Employee in connection with his duties hereunder or during the course of his employment that results in a monetary loss to the Company, or damage to the reputation of the Company; (D) any breach by the Employee of any one or more of the covenants contained in Section 4 or 6 hereof, ; or (E) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries in connection with his duties hereunder or during the course of his employment. The exercise of the right of the Company to terminate this Agreement pursuant to this Section 3(b)(iii) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination. In the event of a termination for “Cause,” the Company shall have the right only be required to terminate Employee’s employment for cause upon written notice to pay Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately all accrued but unpaid Base Salary and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through benefits as of the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the The Company shall have the right to terminate Employee’s employment for cause upon and option, --------- exercisable by giving written notice to Employee Executive, to terminate Executive's employment by the Company and this Agreement at any timetime after the occurrence of any of the following events or contingencies (any such termination being deemed to be a termination "for cause"): (i) Executive materially breaches, materially repudiates or otherwise materially fails to comply with or perform any of the terms of this Agreement, any duties of Executive in connection with Executive's employment by the Company or any of the Company's policies or procedures, or deliberately interferes with the compliance by any other Executive of the Company with any of the foregoing; provided, that if any action or omission by Executive constituting one of the foregoing is curable and does not constitute any of the events or actions described in clause (ii), below, Executive shall have five (5) business days to cure such breach following notice thereof from the Company (which notice shall be written or, if immediate written notice is not possible, oral notice may be given, provided that such oral notice is confirmed in writing within the foregoing five business day period.) (For purposes of this clause (i) and clauses (iii) and (iv), below, an action (or omission) shall be "intentional" if Executive knows, or reasonably should have known, that such action (or omission) constitutes a material breach hereof). In such eventFor these purposes, Employee’s employment actions (or omissions) by the Executive which he in good faith believes to be in the best interests of the Company and are permitted by this Agreement shall not be deemed in any circumstance to constitute an action (or omission) which he "reasonably should have known" to constitute a material breach of this Agreement; (ii) The conviction by Executive of a felony or the pleading by Executive of no contest (or similar plea) to any felony (other than a crime for which vicarious liability is imposed upon Executive solely by reason of Executive's position with the Company, and not by reason of Executive's conduct). For purposes of this clause, the Company shall bear the burden of proof in any action in which the Company attempts to terminate immediately Executive based upon the "commission of a felony" unless a judgment of "guilty" has been entered against Executive in a court of competent jurisdiction with respect to such felony; or (iii) Any act or omission by Executive constituting fraud, gross negligence or willful misconduct in connection with Executive's employment by the Company; provided, that if any action or omission by Executive constituting one of the foregoing is curable and Employee shall be entitled to receive (i) does not constitute any earned and unpaid salary accrued through of the date of such termination, and events or actions described in clause (ii) subject above, Executive shall have five (5) business days to cure such breach following notice thereof from the terms thereofCompany (which notice shall be written or, any benefits which if immediate written notice is not possible, oral notice may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which given, provided that such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such oral notice is confirmed in writing within the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(aforegoing five business day period), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment 's employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance's, TFCEI's or its subsidiaries' ability to engage in their businesses or is reasonably expected to materially affect the good name of Finance, TFCEI and/or its subsidiaries; (whether iii) unless medically incapacitated, Employee is demonstrably unable, or not any right Employee is grossly negligent in the performance of Employee's office and such other duties as may be assigned to appeal him by the CEO or Finance Board from time to time after Employee has been exercisedprovided with 30 days written notice and an opportunity to cure the problem(s); or (iv) or willful refusal without proper cause to perform his or her obligations under this Agreement or because Employee's violation of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this Subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee's termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance's fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection in addition to Employee's Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided The Employee's employment hereunder may be terminated at any time (i) by the President of the Company or (ii) by the majority vote of the Board of Directors of the Company taken at any regular or special meeting, upon determination by either of "cause". For purposes of this agreement "Cause" shall mean (i) willful disobedience by the Employee of a material and lawful instruction of the Board of Directors or any senior executive of the Company; or (ii) conviction of the Employee of any felony or any misdemeanor involving fraud or embezzlement or similar crime; or (iii) breach by the Employee of any material provision of this Agreement; or (iv) conduct amounting to fraud, dishonesty, gross negligence, willful misconduct; provided that notice of termination has not previously been given under any other Section hereof, the Company shall not have the right to terminate Employee’s the employment of Employee pursuant to the foregoing clause (i), (iii) or (iv) unless written notice specifying such breach shall have been given to the Employee and, in the case of breach which is capable of being cured, the Employee shall have failed to cure such breach within ten (10) days after her receipt of such notice. Upon termination for cause upon written notice to Employee at any time. In such eventas provided in this subsection (c), Employee’s employment with the Company shall terminate immediately and Employee shall not be entitled to receive (i) any earned and unpaid salary compensation or other benefits pursuant to this Agreement except for any compensation or benefits accrued through the date of such termination, and (ii) subject to under the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action this Agreement that remains unpaid as of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of termination date specified in the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such above-mentioned notice of actual termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivecause.

For Cause. Provided that notice of termination has not previously been given under At any other Section hereoftime during the Employment Period, the Company shall have the right to terminate Employee’s employment the Employment Period and to discharge the Employee for cause Cause (as defined below) effective upon delivery of written notice to Employee at the Employee. Upon any time. In such event, Employee’s employment with termination by the Company shall terminate immediately and for Cause, the Employee or his legal representatives shall be entitled to receive (i) any earned that portion of the Salary prorated through the date of termination, and unpaid salary accrued through the Company shall have no further obligations hereunder from and after the date of such termination. Termination for Cause shall mean termination because of (i) the Employee's breach of his covenants contained in this Agreement, and (ii) subject the Employee's failure or refusal to perform the terms thereof, any benefits which may duties and responsibilities required to be due to performed by the Employee under the provisions terms of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion this Agreement, (iii) the Employee's gross negligence or willful misconduct in the performance of his or her annual bonus with respect duties hereunder, (iv) the Employee's commission of an act constituting a felony, (v) the Employee's commission of an act (other than the good faith exercise of his business judgment in the exercise of his responsibilities) resulting in material damages to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors Company or any committee thereof because of its subsidiaries or affiliates (the "Republic Group"), or (vi) the Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause 's inability to perform his duties and responsibilities as provided herein for reasons other than due to his death, physical or her obligations under this Agreement mental disability or because of Employee’s material breach of the covenants provided for in Sections 10sickness extending for, 11 and 12 of this Agreementor reasonably expected to extend for, greater than sixty days ("death or disability"). In the event of termination for Cause pursuant to clauses (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) above, the Company shall first advise the Employee of the nature of such notice is breach or the first failure or refusal to perform, and shall provide the Employee with a 30 day period to cure such breach or to perform prior to the notice of termination for any reason delivered by Cause becoming effective. If the Employee shall resign or otherwise terminate his employment with the Company, other than for Good Reason (as defined in (b) below), the Employee shall be deemed for purposes of this Agreement to have been terminated for Cause, and the Company to the Employee under this Section 6(a), shall have no further obligations hereunder from and (iii) within 10 days following after the date of such notice the Employee shall cease his resignation or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveother termination.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice The employment of Employee under this Agreement may be terminated by Company for Cause (as defined below) at any time, in which event, Company shall have no further liability to Employee hereunder except for the payment of any accrued but unpaid portion of Pre-Opening Salary and Base Salary through the date of termination has not previously been given under of Employee’s employment and any other monies Employee is legally entitled to, if any, as a matter of right under Company’s written and established policies or benefit plans (which have been approved by the Board of the Company) as of the date of termination, which limited payment obligation shall survive such termination and the terms and provisions of Sections 8 through and including Section 21 hereof shall also survive. For purposes hereof, the term “Cause” includes any one or more of the following: (i) Employee’s fraud, dishonesty, theft, deceit, willful misconduct, or gross or persistent negligence in the performance of his duties hereunder, including, without limitation, willful failure to perform such duties as may properly be assigned him hereunder, and his act of quitting or resigning his employment except where Employee terminates this Agreement for any of the reasons specified below in Sections 6(ii) through 6(v); provided, Employee must give Company at least thirty (30) days prior written notice before quitting or resigning his employ with Company; or (ii) Employee’s material breach of any provision of this Agreement applicable to Employee; provided, however, if the Company shall have actual knowledge of the Employee’s breach of Sections 3(a), 3(b), 3(c) (but in no way does the inclusion of subsection (c) herein diminish the Employee’s obligation to report only to the Manager and the Board of the Company), 3(e), 3(f) or 3(h) hereof, the Company shall have the right to terminate Employee’s employment for cause upon provide written notice to Employee at any time. In reasonably describing such eventclaimed breach and Employee shall have three (3) calendar days to cure such breach, to the extent such breach is capable of being cured; or (iii) Employee’s employment failure to make timely application and qualify (or, after having so qualified, being thereafter disqualified) under any gaming suitability or licensing requirement to which Employee may be subject by reason of his position with Company; provided, however, if the Company believes the Employee is not being timely in such application (to the extent applicable), the Company shall terminate immediately provide written notice to Employee reasonably describing such claimed breach and Employee shall be entitled have three (3) calendar days to receive (i) any earned and unpaid salary accrued through the date of cure such terminationbreach, and (ii) subject to the terms thereof, extent such breach is capable of being cured; or (iv) A termination of this Agreement by the Company that follows a request by Employee that he be permitted to cancel or terminate this Agreement before the expiration of the Term except where Employee terminates this Agreement for any benefits which may be due to Employee under of the provisions reasons specified below in Sections 6(ii) through 6(vi); or (v) Employee’s willful or intentional violation of any Benefit Plan. Employee hereby disclaims any right applicable law or regulation that actually causes or is reasonably likely to receive a pro rata portion cause an adverse effect on the Company, its assets, financial condition, or business as reasonably determined by the Board of his the Company in good faith upon consultation with outside legal counsel; or (vi) Habitual intoxication or her annual bonus with respect to drug addiction that adversely effects Employee’s job performance and duties hereunder or the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action reputation or best interests of the Company; or (vii) Employee’s Board breach of Directors a fiduciary duty to the Company for personal profit or gain of Employee or Employee’s family or affiliates, or any committee thereof because other conflict of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether interest or not any right self-dealing by Employee involving or relating to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10Company; provided, 11 and 12 of this Agreement. In however, if the event (i) such termination is because Company shall have actual knowledge of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by breach, the Company shall provide written notice to Employee reasonably describing such claimed breach and Employee shall have three (3) calendar days to cure such breach, to the Employee under this Section 6(a), and (iii) within 10 days following the date extent such breach is capable of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.being cured; or

For Cause. Provided that notice of termination has not previously been given under any other Section hereofThe Company, the Company shall have the right to terminate the Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s 's employment with the Company shall terminate immediately and Employee at any time for “Cause”; provided, that any termination by the Company for Cause shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered communicated by the Company to the Employee under this Section 6(a)in writing indicating the basis for termination for Cause, and (iii) within 10 days following the date of such notice the Employee shall cease have the opportunity for a period of seven (7) days following such writing to contest his termination before the Board. (The effective date of the Employee's termination of employment with the Company, regardless of the reason, is referred to as the “Date of Termination”). For purposes of this Agreement, the term “Cause” shall be limited to the following grounds: i. The Employee's failure or her refusal and shall use his or her best efforts to perform his material duties and responsibilities (other than any such obligationsfailure resulting from Employee's disability or death, which are governed by Paragraph 7) or his repeated failure or refusal to follow lawful and reasonable directives of the Company; ii. The willful misappropriation by Employee of the funds or property of the Company; iii. The commission by the Employee of any willful or intentional act, which he should reasonably have anticipated would reasonably be expected to have the effect of materially injuring the reputation, business or business relationships of the Company. iv. Use of alcohol to excess or illegal drugs, continuing after written warning; v. Any breach by the Employee (not covered by any of clauses (i) through (iv) and other than in connection with the death or disability of Employee as set forth in Paragraph 7) of any material provision of this Agreement. Upon the termination of the Employee's employment with the Company for Cause, the Company shall pay the Employee, subject to appropriate offsets (as permitted by applicable law) for debts or money due to the Company, including without limitation personal loans to the Employee and travel advances (“Offset”), his salary compensation only through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination. Any benefits to which Employee or his beneficiaries may be entitled under the plans and programs, described in Paragraphs 5(b) and (c) hereof as of his Date of Termination shall be determined in accordance with the terms of such plans and programs. Except as provided in this subparagraph, in connection with the Employee's termination by the Company for Cause, the Company shall not be effectivehave no further liability to the Employee or the Employee's heirs, beneficiaries or estate for damages, compensation, benefits, indemnities or other amount of whatever nature.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, Nothing herein shall prevent the Company shall have from terminating the right to terminate Employee’s employment , without prior notice, for cause upon written notice to Employee at any time. In such event"Cause" (as hereinafter defined), Employee’s employment with in which event the Company shall terminate immediately and Employee shall be entitled to receive his Base Salary on a pro rata basis to the date of termination. In the event of such termination for Cause, all other rights and benefits the Employee may have under any employee benefit, bonus and stock option plans and programs of the Company shall be determined in accordance with the terms and conditions of Section 15 of this Agreement and any loans, advances or undocumented expenses (not previously included by the Company in a W-2 or Form 1099) shall be immediately due and payable. The term "Cause" shall mean (i) any earned and unpaid salary accrued through the date Employee has committed a willful serious act, such as fraud, embezzlement or theft, against the Company Group, intending to enrich himself at the expense of such terminationthe Company Group, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) has been convicted of a felony (whether or not entered a plea of nolo contendere to a felony charge), (iii) the Employee has engaged in conduct that has caused material injury, monetary or otherwise, to the Company Group, including the violation of any right material law or regulation applicable to appeal the Company Group, (iv) the Employee, in carrying out his Duties hereunder, has been exercisedguilty of gross neglect or gross misconduct, or any act or omission involving intentional misconduct or a knowing violation of law, (v) the Employee has refused to carry out his Duties as they now exist or willful refusal without proper cause as changed from time-to-time or to perform his follow the reasonable written direction of the Board of Directors of the Company or her obligations under DYI or any senior officer of the foregoing and, after receiving written notice to such effect from the Compensation Committee of DYI, and the Employee fails to cure the existing problem within fifteen (15) days, with notice not being required if it is determined the problem is not curable, (vi) the Employee has materially breached this Agreement and has not remedied such breach within fifteen (15) days after receipt of written notice from the Compensation Committee of DYI that a breach of this Agreement has occurred (written notice being required only if the breach can be remedied or because cured), or (vii) the Employee has breached (as determined by the written legal advice or opinion of Employee’s material independent outside counsel appointed by the Compensation Committee) any legal duties to the Company or the Company Group as provided by the laws of any applicable state of incorporation, whether Texas or any other state (if reincorporated by merger or otherwise, to another state), including, primarily, those applicable to officers and directors including, but not limited to, breach of the covenants duty of loyalty, receiving improper benefits, not disclosing material conflicts of interest or an act or omission for which the liability of an officer or director is expressly provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivestatute.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether may be assigned to Employee by Finance’s CEO or not any right Finance Board from time to appeal time after Employee has been exercisedprovided with thirty (30) or willful refusal without proper cause days written notice and an opportunity to perform his or her obligations under this Agreement or because of cure the problem(s) or; (iv) Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) or this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause Immediately upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a)Executive of a termination for Cause, provided such notice is given within ninety (90) days after the discovery by the Board of the Cause event and has been approved by at least two-thirds of the directors then in office (other than the Executive and Nxxxxx Xxxx) at a meeting at which the Executive and her counsel had the right to appear and address after receiving at least five (5) business days written notice of the meeting and reasonable detail of the facts and circumstances claimed to provide a basis for such termination. "Cause" shall mean: (i) an act or acts of willful and material misrepresentation, fraud or willful dishonesty (other than good faith expense account disputes) by the Executive which is intended to result in her substantial personal enrichment at the expense of the Company; (ii) any willful misconduct by the Executive with regard to the Company that has a material adverse impact on the Company; (iii) within 10 days following any material, willful and knowing violation by the date Executive of any fiduciary duties owed by the Executive to the Company which has a material adverse impact on the Company; (iv) the Executive's conviction of, or pleading nolo contendere or guilty to, a felony (other than (x) a traffic infraction or (y) vicarious liability solely as a result of her position provided that the Executive did not have actual knowledge of the actions or inactions creating the violation of the law or the Executive relied in good faith on the advice of counsel with regard to the legality of such action or inaction); or (v) any other material breach by the Executive of this Agreement that is not cured by the Executive within twenty (20) days after receipt by the Executive of a written notice from the Employee Company of such breach specifying the details thereof. No action or inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this Section 5.3 to the Company shall cease his or her refusal also include direct and shall use his or her best efforts to perform such obligations, indirect subsidiaries of the termination shall not be effectiveCompany.

For Cause. Provided that notice In the event of termination has not previously been given under any other Section hereof, a decision by the Company shall have the right Board of Directors to terminate Employee’s 's employment for cause cause: (1) If, in the judgment of the Company's Board of Directors, reasonably exercised, such termination is due to (i) the Employee's willful misconduct or gross negligence; (ii) his conscious disregard of his obligations hereunder or of any other duties reasonably assigned him by the Company; (iii) his repeated conscious violation of any provision of the Company's By-Laws or of its other stated policies, standards or regulations; (iv) his commission of any act involving moral turpitude; or (v) a determination that he has demonstrated a dependence upon written notice to Employee at any time. In such eventaddictive substance, Employee’s employment with the Company shall terminate immediately and Employee including alcohol, controlled substances, narcotics or barbiturates; then, upon termination, he shall be entitled to receive severance pay in an amount equal to 12.5% of his annual base compensation. As a condition precedent to the Company's right to terminate this Agreement for one of the causes specified in the preceding sentence which requires a repeated action or omission by the Employee [clauses (i) any earned and unpaid salary accrued through the date of such termination), and (ii) subject and (iii)], there shall have been created by the Company and furnished to the terms thereofEmployee, any benefits within the sixty (60) day period immediately following commission of the proscribed act or omission, a written description thereof and a statement and a statement advising him that the Company views such conduct as being of the type which may be due could lead to Employee a termination of this Agreement under the provisions of any Benefit PlanSection 8d. Further, if the Company seeks to terminate this Agreement on the basis of clause (iii), it must be able to demonstrate that the Employee hereby disclaims any right to receive has been furnished with a pro rata portion copy of his the By-Law provision, or her annual bonus with respect of the policy, standard or regulation, which he is being accused of having violated, at a time prior to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action alleged commission of the Company’s Board of Directors or any committee thereof because of Employee’s conviction violation. (treating a nolo & contendere plea as a conviction2) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) if such termination is because for a cause (the nature of the Employee’s willful refusal without proper cause which may be arbitrarily determined) other than as specified in subparagraph ((1)) above, he shall be entitled to perform any one or more receive: (a) if before 10-1-2000 5% of his obligations under this Agreement annual base (iib)10-1-2000 to 9-30-2001 50% of annual base. (c) such notice is the first such notice 10-1-2001 to 0-00-000000% of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveannual base.

For Cause. Provided This Agreement may be terminated for cause if the Chancellor has substantially and materially breached the terms of this Agreement or committed an act specified in Education Code Section 87732. Prior to exercising this option, the Board shall give the Chancellor sixty (60) days advance written notice of its intention to terminate this Agreement, which shall include a statement of the specific acts or omissions which give rise to the proposed action. No action shall be taken on a proposed termination or material breach or neglect to perform duties until the Chancellor has had an opportunity to meet with the Board to be heard by way of explanation, defense or a showing that the specific acts or omissions have been corrected. This opportunity to be heard shall be provided within twenty (20) calendar days after being served the notice of the Board's intention. This hearing shall not be an evidentiary hearing, but the parties are expected to provide each other with a reasonable, complete explanation of their positions and either party may be accompanied at the hearing by an attorney. The hearing with the Board shall be the Chancellor's exclusive right to any hearing otherwise required by law. Any decision to terminate for material breach or neglect to perform duties shall be effective upon the date determined by the Board, except that such date shall not be sooner than sixty (60) days after the notice of termination has not previously been is given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this AgreementChancellor. In the event (i) such termination that the Chancellor is because terminated for cause, all rights and obligations of the Employee’s willful refusal without proper cause to perform any one or more of his obligations parties under this Agreement (ii) such notice is shall be deemed fully satisfied on the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the effective date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination and the Chancellor shall not be effectiveentitled to any further benefit under this Agreement, including but not limited to the benefit described in Section 14, subsection (c) below.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the The Company shall have the right to terminate Employee’s employment for cause upon and option, --------- exercisable by giving written notice to Employee Executive, to terminate Executive's employment by the Company and this Agreement at any time. In time after the occurrence of any of the following events or contingencies (any such event, Employee’s employment with the Company shall terminate immediately and Employee shall termination being deemed to be entitled to receive a termination "for cause"): (i) Executive materially breaches, materially repudiates or otherwise materially fails to comply with or perform any earned of the terms of this Agreement, any duties of Executive in connection with Executive's employment by the Company or any of the Company's policies or procedures, or deliberately interferes with the compliance by any other Executive of the Company with any of the foregoing; provided, that if any action or omission by Executive constituting one of the foregoing is curable and unpaid salary accrued through not "intentional" and does not constitute any of the date events or actions described in clause (ii), below, Executive shall have five (5) business days to cure such breach following notice thereof from the Company (which notice shall be written or, if immediate written notice is not possible, oral notice may be given, provided that such oral notice is confirmed in writing within the foregoing five business day period.) (For purposes of this clause (i) and clauses (iii) and (iv), below, an action (or omission) shall be "intentional" if Executive knows, or reasonably should have known, that such terminationaction (or omission) constitutes a material breach hereof). For these purposes, actions (or omissions) by the Executive which he in good faith believes to be in the best interests of the Company and are permitted by this Agreement shall not be deemed in any circumstance to constitute an action (or omission) which he "reasonably should have known" to constitute a material breach of this Agreement; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination The commission by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) Executive of a felony (whether or not prosecuted) or the pleading by Executive of no contest (or similar plea) to any right felony (other than a crime for which vicarious liability is imposed upon Executive solely by reason of Executive's position with the Company, and not by reason of Executive's conduct). For purposes of this clause, the Company shall bear the burden of proof in any action in which the Company attempts to appeal terminate Executive based upon the "commission of a felony" unless a judgment of "guilty" has been exercisedentered against Executive in a court of competent jurisdiction with respect to such felony; or (iii) Any act or omission by Executive constituting fraud, gross negligence or willful refusal without proper cause to perform his misconduct in connection with Executive's employment by the Company; provided, that if any action or her obligations under this Agreement or because of Employee’s material breach omission by Executive constituting one of the covenants provided for in Sections 10, 11 foregoing is curable and 12 of this Agreement. In the event (i) such termination is because not "intentional" and does not constitute any of the Employee’s willful refusal without proper cause to perform any one events or more of his obligations under this Agreement actions described in clause (ii) above, Executive shall have five (5) business days to cure such breach following notice thereof from the Company (which notice shall be written or, if immediate written notice is not possible, oral notice may be given, provided that such oral notice is confirmed in writing within the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(aforegoing five business day period), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company Employer shall have the right to terminate Employee’s the employment of Employee hereunder at any time for cause upon Cause (as hereinafter defined).provided, however, that Employee shall not be deemed to have been terminated for Cause without (i) at least three business days prior written notice to Employee at any time. In such eventsetting forth the reasons for the Employer's intention to terminate for "Cause", Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided an opportunity for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause , together with his counsel, to perform any one or more of his obligations under this Agreement (ii) such notice is be heard before the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a)Board, and (iii) within 10 days following delivery to the Officer of a written notice of termination (which date of delivery of such notice shall be the Early Termination Date), as defined herein, from the Board finding that in the good faith opinion of the Board, Employee engaged in the conduct set forth therein, and specifying the particulars thereof in detail. For purposes of this Agreement "Cause" shall cease mean the occurrence of any of the following acts or events by or relating to Employee: (a) any material misrepresentation by Employee in this Agreement; (b) any material breach of any obligations of Employee under this Agreement; (c) habitual insobriety or use of illegal drugs by Employee while performing his duties hereunder or her refusal and shall use which adversely affects Employee’s performance of his duties hereunder, (d) any gross negligence of intentional misconduct with respect to the performance of Employee’s duties under this Agreement, and/or (e) Employee’s theft or her best efforts to perform such obligationsembezzlement, from the Employer, willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Employer; provided, however, if during the term of this Agreement, there shall occur a Change of Control (as hereinafter defined), Employer may not terminate the employment of employee for Cause if Employee's conduct subsequent to such Change of Control is consistent with his conduct prior to such Change of Control, or for any act or omission which was known to Employer and which occurred prior to such Change of Control, and the term "cause" shall be deemed amended so as to delete therefrom the occurrence of the acts or events by or relation to Employee set forth above. In the event of termination for cause, Employee's Fixed Salary shall terminate as of the effective date of termination of employment, and, except as otherwise set forth in this Agreement, Employee shall not be effectiveentitled to any other compensation hereunder for any period subsequent to the effective date of termination.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company Producer and Gold shall also have the right to terminate Employee’s employment for cause upon written notice to Employee at this Agreement after the Effective Date as follows: (1) Producer may terminate this Agreement in any time. In such event, Employee’s employment with of the Company shall terminate immediately and Employee shall be entitled to receive following events: (i) the failure by Gold to make any earned and unpaid salary accrued through the date payment to Producer when due, if such nonpayment has not been fully cured within 5 days of such termination, and Gold's receipt of written notice thereof from Producer; (ii) subject any breach or nonfulfillment of or any default under any term or condition of this Agreement by Gold (other than a payment obligation), if such breach, nonfulfillment or default is not fully cured by Gold within 10 days of Gold's receipt of written notice thereof from Producer; or (iii) upon the giving of written notice by Producer to Gold, without any opportunity for cure by Gold, in the terms thereofevent of the insolvency of, business failure of, appointment of a receiver of or for any benefits which may be due to Employee under part of the provisions property of, assignment for the benefit of creditors by, or the commencement of any Benefit Plan. Employee hereby disclaims proceeding (whether voluntary or involuntary) under any right to receive a pro rata portion of his bankruptcy, insolvency, debtor/creditor, receivership or her annual bonus with respect to the year similar or related law by or against, Gold. (2) Gold may terminate this Agreement in which such termination occurs. For purposes hereof, “cause” shall mean termination by action any of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event following events: (i) the failure by Producer to make any payment to Gold when due, if such termination is because nonpayment has not been fully cured within 5 days of the Employee’s willful refusal without proper cause to perform any one or more Producer's receipt of his obligations under this Agreement written notice thereof from Gold; (ii) such notice is the first such notice any breach or nonfulfillment of termination for or any reason delivered default under any term or condition of this Agreement by the Company to the Employee under this Section 6(aProducer (other than a payment obligation), and if such breach, nonfulfillment or default is not fully cured by Producer within 10 days of Producer's receipt of written notice thereof from Gold; or (iii) within 10 days following upon the date giving of such written notice by Gold to Producer, without any opportunity for cure by Producer, in the Employee shall cease his event of the insolvency of, business failure of, appointment of a receiver of or her refusal and shall use his for any part of the property of, assignment for the benefit of creditors by, or her best efforts to perform such obligationsthe commencement of any proceeding (whether voluntary or involuntary) under any bankruptcy, the termination shall not insolvency, debtor/creditor, receivership or similar or related law by or against, Producer. This Agreement may also be effectiveterminated as provided in Section 27.

For Cause. Provided (i) This Agreement may be terminated by the Company providing ten (10) days notice to Xxxxxxxxx that notice the Company is terminating the Agreement for Cause (as hereinafter defined) at any time during his employment. In lieu of termination has not previously been given under any other Section hereofproviding such notice, the Company shall have the right may elect to terminate Employee’s employment for cause upon written notice to Employee at any time. In such eventprovide Xxxxxxxxx with ten (10) days pay in lieu of notice. (ii) For purposes of this Agreement, Employee’s employment with the Company shall terminate immediately and Employee “Cause” shall be entitled to receive defined as follows: (i) commission of any earned and unpaid salary accrued through the date of such termination, and act or omission constituting fraud; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) indictment of a felony or misdemeanor involving moral turpitude; (whether iii) any act of fraud, embezzlement or not theft of the Company property or funds; (iv) the engaging by Xxxxxxxxx in conduct which is deliberately or intentionally injurious to the Company; (v) any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provisions of this Agreement (or the Non-Competition Agreement, stock option agreement(s) or any other agreement between the Company and/or Xxxxxxxxx relating to his employment) or (vi) failure to carry out the duties prescribed by the Company from time to time; provided, however, that Xxxxxxxxx has received written notice of his failure to carry out such duties and has failed to cure such failure within ten (10) days of receipt of such notice, provided for that the Company shall not be obligated to provide such notice and opportunity to cure, if the Company has previously notified Xxxxxxxxx in Sections 10writing of the same type of breach of this Agreement, 11 and 12 or the Company has otherwise, in aggregate, notified Xxxxxxxxx three previous times regarding a specific breach of this Agreement. In Without limiting the event (i) such termination is because generality of foregoing, the term “Cause” shall also include any breach or affirmative acts which are reasonably believed to be a threatened breach of any of the Employee’s willful refusal without proper cause to perform provisions of Article 6 or the Non-Competition Agreement, or the assertion by Xxxxxxxxx in any one judicial or more of his obligations under this other proceeding that the Non-Competition Agreement (iior any provision thereof) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his unenforceable or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not should be effectivereformed.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether may be assigned to Employee by Finance’s CEO or not any right Finance Board from time to appeal time after employee has been exercisedprovided with thirty (30) days written notice and an opportunity to cure the problem(s) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of (iv) Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions, (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether may be assigned to Employee by Finance’s CEO or not any right Finance Board from time to appeal time after Employee has been exercisedprovided with thirty (30) or willful refusal without proper cause days written notice and an opportunity to perform his or her obligations under this Agreement or because of cure the problem(s) or; (iv) Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payments of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the The Company shall have the right right, at its sole option, to terminate Employee’s 's employment under this Agreement "for cause upon written cause" at any time, without any further payment to Employee other than Base Salary earned, accrued vacation pay and benefits accrued under Article II prior to the date of termination, by notice to Employee at specifying the reason for such termination. Employee shall assign any time. In such event, Employee’s employment with shares of stock or other equity interests in the Company shall terminate or its direct or indirect shareholders back to the Company immediately and Employee shall not be entitled to receive (i) any earned and unpaid salary accrued through bonus compensation for the fiscal year in which such termination occurred or to any fringe benefit after the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereofof this Agreement, “"cause” " shall mean termination by action mean, without limitation Employee's willful breach of fiduciary duty or fraud with regard to the Company’s Board of Directors Company or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) its assets or businesses; dishonesty or gross, willful or persistent disregard of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations duties and responsibilities under this Agreement or because under any agreement to which Employee and the direct or indirect shareholders of Employee’s material the Company is a party; willful failure to follow policies or directives established by the Board of Directors of the Company; willful breach of the covenants provided for in Sections 10, 11 and 12 any material provision of this Agreement. In Agreement or any agreement to which Employee and the event (i) such termination is because direct or indirect shareholders of the Company is a party; Employee’s willful refusal without proper cause to perform any one 's conviction of a felony or more conviction for a criminal offense that would damage the reputation of his obligations under the Company; or the breach by Employee of Article IV of this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company relating to the Employee under this Section 6(anon-competition and non-disclosure), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether may be assigned to Employee by Finance’s CEO or not any right Finance Board from time to appeal time after Employee has been exercisedprovided with thirty (30) or willful refusal without proper cause days written notice and an opportunity to perform his or her obligations under this Agreement or because of cure the problem(s) or; (iv) Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice This Agreement may be terminated by the Board of termination has not previously been given under any other Section hereof, Directors of the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such terminationCompany, and (ii) subject to the terms thereofall rights of Employee hereunder, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any including his right to receive a pro rata portion compensation, shall terminate, upon the occurrence of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under the following: a. In the event Employee shall fail or refuse, after request from Company to comply with the reasonable policies, standards, and regulations of Company from time to time established; or b. In the event Employee shall be guilty of fraud, dishonesty, or other acts of misconduct in performing her duties on behalf of the Company; or c. In the event Employee shall fail or refuse, after request by the Company, to faithfully or diligently perform the provisions of this Agreement or the usual or customary duties of her employment; or d. In the event Employee shall die, or in the opinion of an independent physician, shall become totally disabled for a period of three consecutive months from performing the duties of his employment. If Employee has failed to perform his duties hereunder or under law, has violated any of the agreements, covenants, terms, or conditions hereunder in any material respect (ii) such notice is the first such notice of termination which continues for any reason delivered by 5 days or more after the Company gives Employee written notice thereof) or has engaged in conduct which has injured or would injure in any material respect the business or reputation of the Company or otherwise materially adversely affect its interests (which continues for 5 days or more after Company gives Employee written notice thereof), then, and in such event, the Company may, by written notice to Employee, terminate Employee's employment hereunder. Upon delivery to Employee of such notice, together with payment of any salary accrued under Section 1.03 hereof, Employee's employment and all obligations of the Employee Company under Article I hereof shall continue notwithstanding termination of Employee's employment pursuant to this Section 6(a2.03(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s the employment of Employee hereunder at any time for cause upon Cause (as hereinafter defined), provided, however, that Employee shall not be deemed to have been terminated for Cause without (i) at least three business days' prior written notice to Employee at any time. In such eventsetting forth the reasons for the Company's intention to terminate for "Cause", Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided an opportunity for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause , together with his counsel, to perform any one or more of his obligations under this Agreement (ii) such notice is be heard before the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a)Board, and (iii) within 10 days following delivery to the Officer of a written notice of termination (which date of delivery of such notice shall be the Early Termination Date), as defined herein, from the Board finding that in the good faith opinion of the Board, Employee engaged in the conduct set forth therein, and specifying the particulars thereof in detail. For purposes of this Agreement "Cause" shall cease mean the occurrence of any of the following acts or events by or relating to Employee: (a) any material misrepresentation by Employee in this Agreement; (b) any material breach of any obligations of Employee under this Agreement; (c) habitual insobriety or use of illegal drugs by Employee while performing his duties hereunder or her refusal and shall use which adversely affects Employee’s performance of his duties hereunder, (d) any gross negligence of intentional misconduct with respect to the performance of Employee’s duties under this Agreement, and/or (e) Employee’s theft or her best efforts to perform such obligationsembezzlement, from the Company, willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company; provided, however, if during the term of this Agreement, there shall occur a Change of Control (as hereinafter defined), Company may not terminate the employment of employee for Cause if Employee's conduct subsequent to such Change of Control is consistent with his conduct prior to such Change of Control, or for any act or omission which was known to Company and which occurred prior to such Change of Control, and the term "cause" shall be deemed amended so as to delete therefrom the occurrence of the acts or events by or relation to Employee set forth above. In the event of termination for cause, Employee's Fixed Salary shall terminate as of the effective date of termination of employment, and, except as otherwise set forth in this Agreement, Employee shall not be effectiveentitled to any other compensation hereunder for any period subsequent to the effective date of termination.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause For "Cause" effective immediately upon written notice to Employee at any time. In such event, Employee’s employment with by the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject Employer to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occursEmployee. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In , a termination shall be for Cause if the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform Board shall reasonably determine that any one or more of his obligations under the following has occurred: (i) the Employee shall have committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Employer or any of the Employer's parent or subsidiaries (collectively, the "Companies"), including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the business of any of the Companies; or (ii) the Employee shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony; or (iii) the Employee shall have committed a material breach of any of the covenants, terms and provisions of Sections 7, 8 or 9 hereof; or (iv) the Employee shall have breached in any material respects any one or more of the provisions of this Agreement (iiexcluding Sections 7, 8 and 9 hereof), including, without limitation, any failure to comply with the Policies, or any one or more of the provisions of the Stockholder Agreement, dated as of August 29, 2003 (as amended, the "Stockholder Agreement"), among Holdings and its stockholders, and, in each case, such breach shall have continued for a period of ten (10) such days after written notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and specifying such breach in reasonable detail; or (iiiv) within 10 days following the date of such notice the Employee shall cease have refused, after explicit written notice, to obey any lawful resolution of or direction by the Board made in good faith which is consistent with his duties hereunder; or (vi) the Employee shall be chronically absent from work (excluding vacation, illnesses or her refusal leaves of absence approved by the Board) and such absence shall use his or her best efforts continue following written notice to perform such obligations, the termination shall not be effectiveEmployee.

For Cause. Provided that notice The Company may, at its election, terminate Consultant’s engagement at any time for just cause, which shall include, without any limitations thereon, the following: (i) Consultant shall have failed or refused to faithfully, diligently and competently perform the Services under this Agreement or otherwise to have breached any term or provision contained herein; (ii) Consultant shall be disabled or otherwise unable for whatever reason to fully perform the Services hereunder for 60 consecutive days; (iii) Consultant shall be guilty of termination has not previously been given under fraud, dishonesty, or similar acts of misconduct; or (iv) Consultant shall be finally convicted of a felony or a misdemeanor involving moral turpitude. At any other time after the occurrence of an event permitting the Company to terminate Consultant’s engagement pursuant to this Section hereof4(a), the Company shall have may elect for termination of Consultant’s engagement by notifying Consultant as to the right Company’s election to terminate Employeeterminate, and thereupon Consultant’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment engagement with the Company shall will terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through on the date specified in the notice or (if no date is specified) upon the delivery of such terminationthe notice. Notwithstanding the preceding, upon xxxxx event permitting the Company to terminate Consultant’s engagement pursuant to this Section 4(a) and (ii) subject in lieu of terminating Consultant’s engagement, the Company may, with or without notice to Consultant, suspend the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action performance of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is including, without limitation, the first such notice of termination for any reason delivered by the Company to the Employee Company’s obligations under this Section 6(a2), and while such an event has occurred and has not been cured, (iiix) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination Company shall not be effectiveobligated to fulfill, but shall be relieved of, the Company’s obligations under this Agreement (including, without limitation, the Company’s obligations under Section 2), (y) such obligations shall not accrue, and (z) Consultant shall forfeit all rights and remedies with respect thereto. Notwithstanding anything else contained herein, if the Company suspends any of its obligations to Consultant pursuant to the preceding sentence, the Company may thereafter elect to terminate Consultant’s engagement in accordance with the other provisions of this Section 4(a).

For Cause. Provided The Employment Term may be terminated at any time by AMREP, by action taken in good faith by the AMREP Board, for Cause. The term “Cause” shall mean (a) the failure of the Employee to observe or perform (other than by reason of illness, injury, disability or incapacity) any of the material terms or provisions of this Agreement, (b) conviction of a felony or other crime involving moral turpitude, (c) misappropriation of AMREP funds, (d) the commission of an act of dishonesty by the Employee resulting in or intended to result in wrongful personal gain or enrichment at the expense of AMREP or (e) a material breach (other than by reason of illness, injury, disability or incapacity) of any written employment or other policy of AMREP that occurred after the date such policy was provided to the Employee or was otherwise known to the Employee. In order for AMREP to terminate the Employment Term for Cause under Sections 8.5(a) or 8.5(e), AMREP must provide written notice to the Employee specifying the action or event that constitutes Cause (the “Subject Event”) within 90 days of termination has any member of the AMREP Board (other than the Employee) knowingly becoming aware of the occurrence of the Subject Event. The Employee shall have 30 days following the receipt of such notice (the “EE Response Period”) in which to remedy the Subject Event or to dispute whether the Subject Event constitutes Cause. If the Employee remedies the Subject Event within the EE Response Period or disputes whether the Subject Event constitutes Cause under Sections 8.5(a) or 8.5(e), then the Employee shall provide written notice (the “EE Response”) of such cure or such dispute to AMREP within the EE Response Period. If the Employee does not previously been given provide the EE Response to AMREP within the EE Response Period, then the Subject Event shall constitute Cause under any other Section hereofSections 8.5(a) or 8.5(e), the Company shall have Employee waives his rights to dispute whether the right to Subject Event constitutes Cause under Sections 8.5(a) or 8.5(e) and AMREP must terminate the Employee’s employment within 60 days after the end of the EE Response Period in order for cause upon written notice the termination to be on account of Cause under Sections 8.5(a) or 8.5(e). If the Employee at any time. In such eventdoes provide the EE Response within the EE Response Period and AMREP believes that the Subject Event has not been cured (if the EE Response claims that the Subject Event had been cured) or does constitute an action or event that constitutes Cause under Sections 8.5(a) or 8.5(e) (if the EE Response disputes whether the Subject Event constitutes Cause under Sections 8.5(a) or 8.5(e)), then, in order for the termination to be on account of Cause under Sections 8.5(a) or 8.5(e), AMREP must terminate the Employee’s employment with within 60 days after the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action end of the Company’s Board of Directors or any committee thereof because of Employee’s conviction EE Response Period and promptly (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach but no later than 15 days after the end of the covenants provided for in Sections 10, 11 Employment Term) pay and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform issue any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company Core Compensation to the Employee under this in accordance with Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective8.10 hereof.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, i. The Employer may terminate the Company shall have the right to terminate Employee’s employment hereunder without notice (a) upon the Employee’s breach of any material provision of this Agreement, or (b) for other “good cause” (as defined below). ii. The term “good cause” as used in this Agreement shall include, but shall not be limited to: (a) conduct which breaches the Employee’s fiduciary duties to the Employer; (b) a significant performance shortcoming, which has been brought to the Employee’s attention in writing by his supervisor, where the supervisor has provided the Employee with written performance improvement objectives and a timeline of at least three months to achieve these objectives and the Employee fails to remedy the shortcoming within such period (or such extended period as the supervisor may determine based on the employee’s progress towards achievement of the improvement plan); (c) conviction of any crime involving moral turpitude; and (d) substantial dependence, as determined by the Board of Directors of the Employer, on any addictive substance, including but not limited to alcohol, amphetamines, barbiturates, methadone, cannabis, cocaine, PCP, THC, LSD, or any other narcotic drug; provided, however, that after a Change in Control (as defined below) “good cause” termination shall not include termination for the cause upon written notice set forth in the preceding clause (b). Should the Employee dispute such a determination, the parties hereto agree to Employee at any timeabide by the decision of a panel of three physicians as described in Section 7(b)(iii). iii. In such event, If the Employee’s employment with is terminated pursuant to Section 8(b), the Company Employer shall terminate immediately pay to the Employee any unpaid salary and other benefits and reimbursable expenses accrued and owing to the Employee. Such payment shall be in full and complete discharge of any and all liabilities or obligations of the Employer to the employee hereunder. The Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any no further benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because other than extension of Employee’s material breach of the covenants provided for in Sections 10health benefits as required by law, 11 and 12 of this Agreement. In the event (i) such termination is because of at the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee expense. All Plan Awards shall cease his or her refusal vesting in accordance with the terms thereof and shall use his or her best efforts to perform such obligations, the termination shall not be effectivePlan.

For Cause. Provided that notice of termination has not previously been given under At any other Section hereoftime during the Employment Period, the Company shall have the right to terminate Employee’s employment the Employment Period and to discharge the Employee for cause Cause (as defined below) effective upon delivery of written notice to Employee at the Employee. Upon any time. In such event, Employee’s employment with termination by the Company shall terminate immediately and for Cause, the Employee or his legal representatives shall be entitled to receive (i) any earned that portion of the Salary prorated through the date of termination, and unpaid salary accrued through the Company shall have no further obligations hereunder from and after the date of such termination. Termination for Cause shall mean termination because of (i) the Employee's material breach of his covenants contained in this Agreement (other than the covenants set forth in Sections 4 and 5 of this Agreement, and the breach of which shall not be subject to a standard of materiality), (ii) subject the Employee's failure or refusal to perform the terms thereof, any benefits which may duties and responsibilities required to be due to performed by the Employee under the provisions terms of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion this Agreement, (iii) the Employee's gross negligence or willful misconduct in the performance of his or her annual bonus with respect duties hereunder, (iv) the Employee's commission of an act constituting a felony, (v) the Employee's commission of an act (other than the good faith exercise of his business judgment in the exercise of his responsibilities) resulting in material damages to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors Company or any committee thereof because of its subsidiaries or affiliates (the "Republic Group"), or (vi) the Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause 's inability to perform his duties and responsibilities as provided herein for reasons other than due to his death, physical or her obligations under this Agreement mental disability or because of Employee’s material breach of the covenants provided for in Sections 10sickness extending for, 11 and 12 of this Agreementor reasonably expected to extend for, greater than sixty days ("death or disability"). In the event of termination for Cause pursuant to clauses (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) above, the Company shall first advise the Employee of the nature of such notice is breach or the first failure or refusal to perform, and shall provide the Employee with a 30 day period to cure such breach or to perform prior to the notice of termination for any reason delivered by Cause becoming effective. If the Employee shall resign or otherwise terminate his employment with the Company, other than for Good Reason (as defined in (b) below), the Employee shall be deemed for purposes of this Agreement to have been terminated for Cause, and the Company to the Employee under this Section 6(a), shall have no further obligations hereunder from and (iii) within 10 days following after the date of such notice the Employee shall cease his resignation or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveother termination.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause For Cause immediately upon written notice by Employer to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such , a termination is because of the Employee’s willful refusal without proper cause to perform shall be for “Cause” if any one or more of his obligations under this Agreement the following has occurred: (i) Employee has committed (whether or not at the workplace) (A) an act of fraud, embezzlement, or misappropriation of funds or property, (B) a breach of fiduciary duty, or (C) an illegal, unethical, or dishonest act or omission, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback; or (ii) such notice is the first such notice Employee has been indicted for or convicted by a court of termination for competent jurisdiction of, or has pleaded guilty or nolo contendere to, (A) any reason delivered by the Company felony, (B) any crime involving moral turpitude, or (C) any other crime that reasonably could impair Employee’s ability to the Employee under this Section 6(a), and perform his/her duties hereunder in a satisfactory manner; or (iii) within 10 Employee has committed a willful breach of any of the covenants, terms or provisions of this Agreement, including without limitation §8 or §9, or engaged in any other willful act or omission (whether or not at the workplace) that (A) injures or has the potential to injure any Grosvenor Party, or (B) impairs or has the potential to impair Employee’s ability to perform his/her duties hereunder in a satisfactory manner, which, if curable, remains uncured following ten (10) days written notice to Employee describing such breach; or (iv) Employee has willfully failed or refused to follow the lawful and good faith directions of Employer, which, if curable, remains uncured following ten (10) days’ written notice to Employee describing such failure or refusal; or (v) Employee has been grossly negligent or has engaged in willful misconduct in the date performance of his/her duties hereunder; or (vi) Employee has reported to work under the influence of alcohol, used or possessed illegal drugs (whether or not at the workplace), or engaged in other conduct (whether or not in conjunction with his/her duties hereunder) that is detrimental to any Grosvenor Party or causes any of them public disgrace, disrepute or material harm; or (vii) Employee has violated any of the terms of Employer’s established policies or any applicable law, statute, regulation , or rule of any government authority having jurisdiction over Employee’s business or affairs, which, if curable, remains uncured following ten (10) days written notice to Employee describing such violation; (viii) Employee has failed to fulfill Employee’s obligations pursuant to §6(c) of this Agreement; or (ix) Employee has resigned other than pursuant to the written notice required pursuant to §6(c) of this Agreement. For purposes of this definition, no act or failure to act on the part of Employee shall cease his be considered “willful” unless done, or omitted to be done, by him/her refusal and shall use his in bad faith or without a reasonable belief that his/her action or omission is in the best efforts to perform such obligations, the termination shall not be effectiveinterests of Employer or its Affiliates.

For Cause. Provided The Company may terminate Executive's employment under this Agreement and may terminate this Agreement For Cause, as that term is defined in Sections 5.3.1 through 5.3.5, by (i) delivery of written notice to Executive specifying the cause or causes relied upon for such termination; and (ii) giving Executive, together with his counsel, an opportunity to be heard before the Board. Any notice of termination has not previously been given pursuant to this Section 5.3 shall effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 10 below. If Executive's employment under any other Section hereof, this Agreement is terminated by the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such eventFor Cause under this Section, Employee’s employment with the Company shall terminate immediately and Employee Executive shall be entitled to receive (i) any earned only accrued base salary and unpaid salary other accrued through benefits required by law, prorated to the date of such termination, and (ii) subject . Grounds for the Company to terminate this Agreement For Cause shall be limited to the terms thereof, any benefits which may be due to Employee under the provisions occurrence of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s following events without Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s consent: 5.3.1 Executive is in material breach of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In Agreement and, except as otherwise provided in this Section 5.3, such breach continues for a period of thirty (30) days after notice of such breach is given to Executive by the event (i) Company; 5.3.2 Executive's engaging or in any manner participating in any activity which is directly competitive with or intentionally injurious to the Company or which violates any provision of Section 8 of this Agreement and such termination violation continues for a period of ten days after notice of such violation is because given to Executive by the Company; 5.3.3 Executive's commission of any fraud against the Company; 5.3.4 Executive's intentional improper use or appropriation for his personal use or benefit of any funds or properties of the Employee’s willful refusal without proper cause Company not authorized by the Board to perform any one be so used or more of his obligations under this Agreement appropriated and the same has not been remedied within thirty (ii30) such notice is the first such days after notice of termination for any reason delivered such violation is given to Executive by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date Company; or 5.3.5 Executive's conviction of such notice the Employee shall cease his any crime involving dishonesty or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivemoral turpitude.

For Cause. Provided that notice The Companies may, by action of termination has a majority of the members of the Board who are not previously been given "interested persons" of BKF or Merger Subsidiary, terminate Levix'x xxxloyment under this Agreement for Cause (as hereinafter defined) at any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause time upon advance written notice to Employee at any timeLevix. In such eventXxr purposes of this Agreement, Employee’s employment the term "interested person" shall be construed in accordance with the Company shall terminate immediately and Employee shall be entitled to receive (idefinition contained in Section 2(a)( 19) any earned and unpaid salary accrued through of the date of such termination1940 Act, as amended, and (ii) subject to as modified by the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit PlanOrder. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” The following shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) constitute "Cause" for termination: i. Xxxxx'x xxxviction of a felony (whether which through lapse of time or otherwise is not any right subject to appeal has been exercised) or willful appeal); or ii. Levix'x xxxlful, continuing and repeated refusal without proper cause to perform his or her obligations under this Agreement (other than as a result of Levix'x xxxsical or because mental incapacity); provided that no termination shall be effective under this clause (ii) unless Levix xxxll have first received written notice from the Companies describing the basis of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because for Cause and within 10 days following the delivery of the Employee’s willful refusal without proper cause such notice Levix xxxll have refused to perform any one or more in good faith commence the performance of his obligations under this Agreement (ii) such notice is Agreement. In no event shall the first such notice ineffectiveness or incompetence of Levix in the performance of his duties hereunder or a bona fide disagreement over corporate policy be deemed grounds for termination for any reason delivered by Cause. Upon termination of Levix'x xxxloyment for Cause, the Company Companies shall have no further obligation or liability to the Employee under this Section 6(a)Levix, xxher than for Base Salaries earned and (iii) within 10 days following unpaid at the date of such notice the Employee shall cease his or her refusal termination and shall use his or her best efforts any Bonus as may previously have been awarded to perform such obligations, the termination shall not be effectiveLevix (xxt which remains unpaid).

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment 's employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance's, TFCEI's or its subsidiaries' ability to engage in their businesses or is reasonably expected to materially affect the good name of Finance, TFCEI and/or its subsidiaries; (whether iii) unless medically incapacitated, Employee is demonstrably unable, or not any right Employee is grossly negligent in the performance of Employee's office and such other duties as may be assigned to appeal Employee by Finance's CEO or Finance Board from time to time after Employee has been exercisedprovided with thirty (30) or willful refusal without proper cause days written notice and an opportunity to perform his or her obligations under this Agreement or because cure the problem(s) or; (iv) Employee's violation of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee's termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance's fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated, pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection, in addition to Employee's Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the The Company shall have the right to may terminate EmployeeExecutive’s employment for cause “Cause” immediately upon written notice for any of the following reasons: (i) Executive’s (x) being indicted for or charged with a felony under United States or applicable state law or (y) conviction of, or plea of guilty or nolo contendere to Employee at a misdemeanor where imprisonment is imposed (other than for a traffic- related offense); (ii) perpetration by Executive of an illegal act, dishonesty, or fraud that could cause economic injury to the Company, Parent or any time. In such eventof their subsidiaries or any act of moral turpitude by Executive; (iii) Executive’s insubordination, Employeerefusal to perform his duties or responsibilities for any reason other than illness or incapacity or unsatisfactory performance of his duties for the Company, Parent or any of their subsidiaries; (iv) 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; (v) Executive’s employment willful misconduct or gross negligence with regard to the Company, Parent or any of their subsidiaries; (vi) Executive’s unlawful appropriation of a material corporate opportunity; or (vii) Executive’s breach of agreement with the Company shall terminate immediately or any of its affiliates, including any confidentiality or other restrictive covenant entered into between Executive and Employee the Company or any of its affiliates, including the Fair Competition Agreement. Upon termination of Executive’s employment for Cause, neither the Company, nor any of its affiliates, shall be entitled under any further obligation to receive Executive, except the Company’s obligation to pay (iA) 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 unpaid salary accrued through the date of such termination, vested benefits and (ii) subject payments pursuant to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus Plan and (D) all unreimbursed business expenses incurred and properly submitted in accordance with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (iithe payments and benefits described in subsections (A) such notice is through (D) herein shall be referred herein as the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a“Accrued Benefits”), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective.

For Cause. Provided that notice At the election of termination has not previously been given under any other Section hereofthe Company, the Company shall have the right to terminate Employee’s employment may be terminated for cause Cause (as defined below) immediately upon written notice to Employee. For purposes of this Agreement, “Cause” for termination shall mean: (A) Employee at any time. In such event, Employee’s employment substantially fails to perform her duties with the Company shall terminate immediately (other than any such failure resulting from her 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 Board believes that Employee has not substantially performed her duties, (B) Employee knowingly or recklessly engages in conduct which is demonstrably and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject materially injurious to the terms thereofCompany or any of its affiliates, any benefits which may be due to monetarily or otherwise, (C) Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his commits fraud, bribery, embezzlement or her annual bonus other material dishonesty with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action business of the Company’s Board of Directors Company or any committee thereof because of Employee’s conviction its affiliates, or the Company discovers that Employee has committed any such act in the past with respect to a previous employer, (treating a nolo & contendere plea as a convictionD) of a Employee is indicted for any felony (whether or not any right to appeal criminal act involving moral turpitude, or the Company discovers that Employee has been exercisedconvicted of any such act in the past, (E) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s Employee commits a material breach of any of the covenants provided for in Sections 10covenants, 11 and 12 representations, terms or provisions of this Agreement. In the event , (iF) such termination is because Employee knowingly or recklessly violates any instructions or policies of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company with respect to the operation of its business or affairs that causes material harm, economic or otherwise, to the Company; or (G) Employee under this Section 6(a)abuses illegal drugs. Notwithstanding the foregoing, and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivedeemed 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 there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote (which cannot be delegated) of not less than a majority of the members of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to him and an opportunity for Employee, together with her counsel, to be heard before the 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 Subsection and specifying the particulars thereof in detail and (2) did not cure such failure or breach in a reasonable period of time, to the extent such failure or breach was curable.

For Cause. Provided that The Company may terminate the Executive's employment and all of the Company's obligations hereunder at any time for Cause, as defined below. Such termination shall be evidenced by written notice of termination has not previously been given under any other Section hereofdelivered to the Executive, unequivocally stating the Company shall have the right Company's decision to terminate Employee’s the Executive's employment under this Section 6(a) and specifying the Cause for cause upon written notice to Employee at any timesuch termination. In such event, Employee’s employment with the Company shall terminate immediately and Employee Such termination shall be entitled to receive (i) any earned and unpaid salary accrued through effective on the date of stated in such terminationnotice; provided, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year that in which no event shall such termination occursdate be more than sixty (60) days after the date that the notice is delivered. For purposes hereof, “cause” the term "Cause" shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement the following: (i) the court appointment of a conservator or like official for the person or property of the Executive; (ii) such notice is the first such notice Executive's conviction of, or the entering of termination for any reason delivered by the Company a guilty plea or plea of no contest with respect to the Employee under this Section 6(a), and a felony; (iii) within 10 the issuance of a court order, judgment or decree enjoining or having the effect of preventing the Executive from performing his duties under this Agreement; (iv) the Executive's failure to substantially perform his duties hereunder under the direction of the CEO or the Other Officer or to adhere to any written Company policy generally applied (or FIND policy applicable to the Company and generally applied) if the Executive has been given a reasonable opportunity to comply with such duties or policy or cure his failure to comply (which reasonable opportunity must be granted by notice no less than twenty (20) business days following preceding termination of this Agreement, except that if two such prior notices have been received by Executive for substantively the date of such same or related matter, no further notice or cure or compliance period shall be required), provided, that it is understood that the Employee shall cease his Company's failure to achieve its business plan or her refusal and shall use his or her best efforts to perform such obligations, the termination projections shall not be effectiveconsidered a failure to perform duties hereunder; (v) because of his physical or mental illness, injury, disability or incapacity, the Executive does not fulfill his duties hereunder on a full-time basis for either sixty (60) consecutive days or one hundred twenty (120) days in any period of eighteen (18) months; (vi) the Executive's commission of an act of fraud, deception or dishonesty when acting for the Company or under other circumstances, and such act harms or may reasonably be xxxxxted to harm the Company or any of its Affiliates or their respective businesses, including, without limitation, (A) the appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company and (B) the misappropriation (or attempted misappropriation) of any of the Company's funds or property; (vii) the Executive's gross negligence or willful misconduct in connection with his duties hereunder; or (viii) the Executive's breach of any of the covenants contained in Section 4 hereof.

For Cause. Provided If Licensee should: (i) fail to deliver to Licensor any statement or report required hereunder when due; (ii) reserved; (iii) violate or fail to perform any material covenant, condition, or undertaking of this Agreement to be performed by it hereunder; (iv) cease, for a period in excess of [***], active Commercially Diligent Efforts to develop or commercialize a Licensed Product or Licensed Service, or Actively Commercializing a Licensed Product or Licensed Service; (v) file a bankruptcy action (including any petition in bankruptcy or insolvency or for the appointment of a receiver), or have a bankruptcy action against it, that is not dismissed or otherwise resolved in Licensee’s favor within [***] after Licensee’s receipt of notice of termination has such action; (vi) enter into an assignment of substantially all of its assets for the benefit of its creditors; or (vii) enter into a composition with creditors, or have a receiver appointed for it; then Licensor may give written notice of such default to Licensee. If Licensee should fail to cure such default within [***] of such notice; provided that if Licensee disputes the existence of such default in good faith by providing written notice to Licensor during such [***] period, Licensor shall not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause upon written notice this Agreement unless and until it has been determined in accordance with dispute resolution mechanism in Article 28 of this Agreement that such default actually occurred and Licensee fails to Employee at cure such default within [***] after any time. In such eventdetermination, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such terminationrights, privileges, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” license granted hereunder shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectiveautomatically terminate.

For Cause. Provided The Company may at any time during the term hereof, without any prior notice, terminate Employee's employment hereunder upon the occurrence of any of the following events: (i) a breach by Employee of this Agreement; (ii) a material violation by Employee of any written policy or directive of the Company applicable to Employee specifically, or to officers or employees of the Company generally;(iii) Employee's excessive alcoholism or drug abuse; (iv) gross negligence by the Employee in the performance of his duties under this Agreement that notice results in damage to the Company or any Affiliate; (v) violation by Employee of termination has any lawful direction from the Chairman or the Chairman's designee, provided such direction is not previously been given inconsistent with Employee's duties and responsibilities to the Company hereunder; (vi) fraud, embezzlement or other criminal conduct by Employee; (vii) intentional or reckless tortious conduct that results in damage to the Company; or (viii) the committing by Employee of an act involving moral turpitude. In addition, Employee's employment hereunder shall terminate on the effective date of the rescission transaction described in Section 1.11 of the Asset Agreement (a "Rescission Termination"). If the Company terminates Employee's employment under any other this Agreement pursuant to this Section hereof5(c), the Company shall have the right no further obligations to terminate Employee’s employment for cause upon written notice to Employee at any time. In such eventmake payments or otherwise under this Agreement, Employee’s employment with the Company shall terminate immediately and except that Employee shall be entitled to receive (i) any earned and unpaid salary accrued Base Salary pursuant to Section 3(a)(i), above, through the date that is thirty (30) days after the date that the Company gives written notice of such termination, and (ii) subject to the terms thereof, any benefits which may be due termination to Employee under ("Termination Notice Date") within sixty (60) days after the provisions Termination Notice Date. Notwithstanding the foregoing, Employee shall, for all purposes, cease to be deemed to be employed by the Company as of the date of any Benefit Plan. termination of Employee hereby disclaims any right pursuant to receive a pro rata portion this Section 5(c), irrespective of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such written notice of termination for any reason delivered by the Company to the is given on such date. The obligations of Employee under Section 6, below, shall continue notwithstanding termination of Employee's employment pursuant to this Section 6(a5(c), and (iii) within 10 days following the date other than as a result of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivea Rescission Termination.

For Cause. Provided that notice Notwithstanding the foregoing, in the event of Optionee’s termination has not previously been given under any other Section hereoffor Cause (as hereinafter defined), the Company shall have the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through on the date of such termination, and Optionee will immediately forfeit any rights s/he may have in the Option granted hereunder to the extent the Option has not previously been exercised. (1) As used in this Agreement, “Cause” means that the Corporation or its Board of Directors shall have determined that any of the following events has occurred: (i) the commission by the Optionee of an act of fraud or embezzlement, (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions Optionee’s approval of any Benefit Plan. Employee hereby disclaims act or failure to act by the Corporation or one of its Subsidiaries that exposes the Corporation or one of its Subsidiaries to any right to receive a pro rata portion of his fine, penalty or her annual bonus with respect to monetary damages different in kind or substantially greater in amount than any fine, penalty or monetary damages imposed on the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors Corporation or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is its Subsidiaries in the first such notice of termination for any reason delivered by last five years, or the Company Optionee’s failure to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to prevent any such act, (iii) the unauthorized disclosure of confidential or proprietary information of the Corporation or one or more of its Subsidiaries by the Optionee, (iv) a conviction of the Optionee (including a nolo contendere plea) in any criminal proceedings (other than traffic violations and similar misdemeanors), (v) termination by the Optionee of his or her service as a Director of the Corporation prior to the end of the one-year period described in Section 3 of this Agreement, or (vi) misconduct by the Optionee as a Director of the Corporation or one or more of its Subsidiaries, or the failure of the Optionee properly to discharge the duties and authorities of his or her position which the Corporation determines (A) constitutes a material neglect of the Optionee’s duties or authorities, (B) constitutes a breach of the Optionee’s fiduciary duties to the Corporation and its stockholders, (C) constitutes a failure to perform such obligations, Optionee’s duties to the termination shall not be effectiveCorporation or (D) exposes the Corporation or one or more of its Subsidiaries to any inappropriate risk.

For Cause. Provided that notice If the Term of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment this Agreement is terminated by G8 for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee Cause Xxxxxx shall be entitled to receive Xxxxxx’ Commission only through the date of termination and any option or stock grants shall be deemed vested only through the end of the calendar month of such termination. However, if a dispute arises between G8 and Xxxxxx that is not resolved within sixty (60) days and neither party initiates legal proceedings pursuant to Section 12.8, G8 shall have the option to pay Xxxxxx the lump sum equal to six month’s Salary at the time of termination (the “Severance Payment”). Such determination to pay the Severance Payment shall be made in the reasonable judgment of the Board of Directors. If G8 elects to make a payment to Xxxxxx of the Severance Payment, the parties hereto agree that such payment and the payment provided by Section 6.6 shall be Xxxxxx’ complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” shall mean: (i) any earned and unpaid salary accrued through the date act of such termination, and dishonesty or fraud with respect to G8; (ii) subject the commission by Xxxxxx of a felony, a crime involving moral turpitude or other act causing material harm to the terms thereof, any benefits which may be due G8’s standing and reputation; (iii) Xxxxxx’ continued material failure to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right perform Xxxxxx’ duties to receive a pro rata portion of his G8 after ten (10) days’ written notice thereof to Xxxxxx; or her annual bonus (iv) gross negligence or willful misconduct by Xxxxxx with respect to the year in G8. G8 shall provide Xxxxxx, within ten (10) days of becoming aware of a “For Cause” breach, written notice, which such termination occurs. For purposes hereofshall include written documentation, “cause” shall mean termination by action if any, of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea “For Cause” breach, as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach defined above. Upon receipt of the covenants provided for in Sections written notice, Xxxxxx shall have ten (10, 11 ) days to respond to G8’s notice and 12 of this Agreement. In attempt to cure or resolve the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effective“For Cause” breach.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause For "Cause" effective immediately upon written notice to Employee at any time. In such event, Employee’s employment with by the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject Employer to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occursEmployee. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In , a termination shall be for Cause if the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform Board shall determine that any one or more of his obligations under the following has occurred: (i) the Employee shall have committed an act of fraud, embezzlement, misappropriation, gross negligence or breach of fiduciary duty against the Employer, any parent company of the Employer (including Holdings) or any of their respective subsidiaries (collectively, the "Companies"), including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the business of any of the Companies; or (ii) the Employee shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or the equivalent of a felony in such jurisdiction; or (iii) the Employee shall have committed a material breach of any of the covenants, terms and provisions of Sections 7,8 or 9 hereof; or (iv) the Employee shall have breached in any material respects any one or more of the provisions of this Agreement (iiexcluding Sections 7, 8 and 9 hereof), including, without limitation, any failure to comply with the Policies, or any one or more of the provisions of the Stockholder Agreement, dated as of August 29, 2003 (as amended and in effect from time to time, the "Stockholder Agreement"), among Holdings and its stockholders, or the trustees (the "Trustees") of the Happy Valley Trust created by Deed dated August 17, 2004, shall have breached in any material respect any one or more of the provisions of the Stockholder Agreement and, in each case, such breach shall have continued for a period of fifteen (15) days after written notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and specifying such breach in reasonable detail; or (iiiv) within 10 days following the date of such notice the Employee shall cease his have refused, after explicit written notice, to obey any lawful resolution of, or her refusal and shall use his or her best efforts to perform such obligationsdirection by, the termination Board which is consistent with his duties hereunder; or (vi) the Employee shall not be effectivechronically absent from work (excluding vacation, illnesses or leaves of absence approved by the Board) and such absence shall continue following written notice to the Employee; or (vii) any other ground justifying summary dismissal under Section 9 of the Employment Ordinance, Cap. 57 of the Laws of Hong Kong.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall Employer will have the right to immediately terminate Employee’s services and this Agreement for Cause. “Cause” means the reasonable and good faith belief by a vote of two thirds (2/3) of the Board of Directors of the Company that any of the following has occurred: (a) any material breach of a material provision of this Agreement by Employee, including, without limitation, Employee’s covenants in Sections 7, 8, 9 and 10; (b) Employee’s willful and continued failure to substantially perform Employee’s material responsibilities reasonably assigned to him by the Board (other than such a failure as a result of a Disability); (c) Employee’s willful failure to comply with lawful and reasonable directives of the Board; (d) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (e) Employee willfully engaged in a violation of any statute, rule or regulation, any of which in the judgment of Employer is harmful to the Business or to Employer’s reputation; (f) Employee willfully engaged in unethical practices, dishonesty or disloyalty that materially injures the Company or its business reputation; provided, that before terminating Employee’s employment for cause upon “Cause” under subsections (a), (b) or (c), the Employer shall provide Employee with written notice of the circumstances giving rise to a termination for Cause and a 15-day opportunity to cure such grounds. If cured, such events or grounds shall no longer be deemed a basis for a termination of Employee for “Cause,” at any timetime during Employee’s employment. In such event, Upon termination of Employee’s employment with the Company hereunder for Cause, Employer shall terminate immediately pay any compensation, inclusive of unpaid bonus, and Employee shall be entitled to receive (i) any other amounts earned and unpaid salary accrued through the date of such termination, termination under the applicable plan or policy. Employee will have no rights to any unvested benefits or any other compensation or payments after the termination date except for Employee’s final wages and (ii) subject to the terms thereof, any benefits which may be amounts due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his applicable plan or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) within 10 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts to perform such obligations, the termination shall not be effectivepolicy.

For Cause. Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee’s employment for cause For Cause immediately upon written notice by Employer to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive (i) any earned and unpaid salary accrued through the date of such termination, and (ii) subject to the terms thereof, any benefits which may be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such , a termination is because of the Employee’s willful refusal without proper cause to perform shall be for “Cause” if any one or more of his obligations under this Agreement the following has occurred: (i) Employee has committed (whether or not at the workplace) (A) an act of fraud, embezzlement, or misappropriation of funds or property, (B) a breach of fiduciary duty, or (C) an illegal, unethical, or dishonest act or omission, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback; provided, however, that with respect to (C), to the extent the relevant act or omission was not at the workplace, such act or omission could reasonably and materially impact Employer’s reputation or inhibit Employee’s ability to fully perform her responsibilities for Employer; or (ii) such notice is the first such notice Employee has been indicted for or convicted by a court of termination for competent jurisdiction of, or has pleaded guilty or nolo contendere to, (A) any reason delivered by the Company felony, (B) any crime involving moral turpitude, or (C) any other crime that reasonably could impair Employee’s ability to the Employee under this Section 6(a), and perform her duties hereunder in a satisfactory manner; or (iii) within 10 Employee has committed a willful breach of any of the covenants, terms or provisions of this Agreement, including without limitation §8 or §9, or engaged in any other willful act or omission (whether or not at the workplace) that (A) injures or has the potential to injure any Grosvenor Party, or (B) impairs or has the potential to impair Employee’s ability to perform her duties hereunder in a satisfactory manner, which, if curable, remains uncured following ten (10) days written notice to Employee describing such breach; or (iv) Employee has willfully failed or refused to follow the lawful and good faith directions of Employer, which, if curable, remains uncured following ten (10) days’ written notice to Employee describing such failure or refusal; or (v) Employee has been grossly negligent or has engaged in willful misconduct in the date performance of her duties hereunder; or (vi) Employee has reported to work under the influence of alcohol, used or possessed illegal drugs (whether or not at the workplace), or engaged in other conduct (whether or not in conjunction with her duties hereunder) that is detrimental to any Grosvenor Party or causes any of them public disgrace, disrepute or material harm; or (vii) Employee has violated any of the terms of Employer’s established policies or any applicable law, statute, regulation, or rule of any government authority having jurisdiction over Employee’s business or affairs, which, if curable, remains uncured following ten (10) days written notice to Employee describing such violation; or (viii) Employee has failed to fulfill Employee’s obligations pursuant to §6(c) of this Agreement; or (ix) Employee has resigned other than pursuant to the written notice required pursuant to §6(c) of this Agreement. For purposes of this definition, no act or failure to act on the part of Employee shall cease his be considered “willful” unless done, or omitted to be done, by her refusal and shall use his in bad faith or without a reasonable belief that her action or omission is in the best efforts to perform such obligations, the termination shall not be effectiveinterests of Employer or its Affiliates.

For Cause. Provided that notice of termination has not previously been given under Notwithstanding any other Section hereofprovision of this Agreement, the Company shall have Finance reserves the right to terminate Employee’s employment employment, without notice, for cause upon written notice to Employee at and such termination shall not constitute a breach of this Agreement by Finance. As used herein, any time. In such event, Employee’s employment with one or more of the Company following shall terminate immediately and Employee shall be entitled to receive constitute cause: (i) any earned and unpaid salary accrued through the date of such terminationfraud, and misappropriation, embezzlement or similar wrongful acts to or against Finance or its affiliates; (ii) subject conviction of a felony or engaging in conduct involving moral turpitude, provided such conviction or conduct is reasonably expected to affect Finance’s, TFCEI’s or its subsidiaries’ ability to engage in their businesses or is reasonably expected to materially affect the terms thereofgood name of Finance, any benefits which may be due to TFCEI and/or its subsidiaries; (iii) unless medically incapacitated, Employee under is demonstrably unable, or Employee is grossly negligent in the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because performance of Employee’s conviction (treating a nolo & contendere plea office and such other duties as a conviction) of a felony (whether may be assigned to him by the CEO or not any right Finance Board from time to appeal time after Employee has been exercisedprovided with 30 days written notice and an opportunity to cure the problem(s); or (iv) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach violation of the covenants provided for in Sections 10, 11 and 12 any provision of this Agreement. In the event of termination of this Agreement pursuant to provisions (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement ), (ii) or (iv) of this Subsection, Employee shall be entitled to only such notice unpaid base salary as shall have accrued as of the date of Employee’s termination, together with any Executive Profit Sharing Plans that would become payable on such date had Finance’s fiscal year then terminated. If Employee is the first such notice of termination for any reason delivered by the Company terminated pursuant to the Employee under this Section 6(a), and provision (iii) within 10 days following of this Subsection in addition to Employee’s Executive Profit Sharing Plan payments, Employee will also be entitled to a payment of an additional six (6) months salary and the date payment of such notice COBRA for six (6) months. These payments shall be made to Employee at the Employee shall cease his or her refusal and shall use his or her best efforts time Finance distributes payroll checks to perform such obligations, the termination shall not be effectiveits other Employees.

For Cause. Provided that The Company may discharge the Employee immediately and without notice during the Employment Period for Cause. For purposes of termination this Agreement, “Cause” shall mean the occurrence of any one or more of the following events: (i) the Employee’s gross misconduct in the performance of his duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), after written demand for performance is delivered to the Employee by the Board of Directors, which demand specifically identifies the manner in which the Board of Directors believes the Employee has not previously been given performed his duties but only if the Employee has not cured the failure within fifteen (15) days of receiving such notice; (ii) the Employee’s commission of an act of fraud or material dishonesty resulting in material reputational, economic or financial injury to the Company; (iii) during the Employment Period, the Employee’s commission of, including any entry by the Employee of a guilty or no contest plea to, a felony or other crime involving moral turpitude; (iv) a material breach by the Employee of his fiduciary duty to the Company which results in material reputational, economic or other injury to the Company; or (v) the Employee’s material breach of his obligations under any other a written agreement between the Company and the Employee, including, without limitation, such a breach of this Agreement, which is not cured within fifteen (15) days after receipt of notice from the Company of the specific nature of the breach, including but not limited to the specific provision of the agreement that the Employee has breached. If the Employee is discharged under this Section hereof4.1(a), the Company shall will have no liability under this Agreement to the right to terminate Employee’s employment for cause upon written notice to Employee at any time. In such event, Employee’s employment with the Company shall terminate immediately and Employee shall be entitled to receive other than (i) to pay any earned and unpaid salary Base Salary that has accrued through the date of such terminationbut not been paid, and (ii) subject to pay any accrued paid time off that has not been paid, to the terms thereofextent payment is required by Company policy or law (collectively, any benefits which may the “Accrued Payments”). 4 Vested options to be due to Employee under the provisions of any Benefit Plan. Employee hereby disclaims any right to receive a pro rata portion of his or her annual bonus with respect to the year in which such termination occurs. For purposes hereof, “cause” shall mean termination by action of the Company’s Board of Directors or any committee thereof because of Employee’s conviction (treating a nolo & contendere plea as a conviction) of a felony (whether or not any right to appeal has been exercised) or willful refusal without proper cause to perform his or her obligations under this Agreement or because of Employee’s material breach of the covenants provided for in Sections 10, 11 and 12 of this Agreement. In the event (i) such termination is because of the Employee’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Employee under this Section 6(a), and (iii) exercised within 10 90 days following the date of such notice the Employee shall cease his or her refusal and shall use his or her best efforts employment. 5 Vested options to perform such obligations, the termination shall not be effectiveexercised within 90 days following employment.