Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. Employer may terminate EmployeeExecutive’s employment hereunder under this Agreement at any time for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable theretoany cure periods set forth in this Section 5(a)). For purposes of this Section 16Agreement, Cause is defined as Employee’s “Cause” for termination shall mean any of the following: (ai) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordinationthe conviction of Executive of, or inattention to Employer’s businessthe entry of a plea of guilty, first offender probation before judgment or nolo contendere by Executive to, any felony or any other crime involving dishonesty; (cii) failure to perform the duties required of Employee up to the standards established by the Boardfraud, misappropriation, embezzlement, or other breach of fiduciary duty by Executive with respect to Employer or any of the Playa Affiliates; (iii) Executive’s material breach of the written employment policies and code of conduct to which Executive is subject, including, but not limited to, polices against discrimination or harassment; (iv) Executive’s willful failure, bad faith, or gross negligence in the performance of his assigned duties for Employer or any Playa Affiliate following Executive’s receipt of written notice of such willful failure, bad faith, or gross negligence; (v) Executive’s failure to follow reasonable and lawful directives of Employer or the other applicable Playa Affiliates following Executive’s receipt of written notice of such failure; (vi) any act or omission of Executive that Employer reasonably determines to be likely to have a material adverse impact on Employer’s or any Playa Affiliate’s business or reputation for honesty and fair dealing; other than an act or failure to act by Executive acting reasonably, in good faith and without reason to believe that such act or failure to act would adversely impact Employer’s or any Playa Affiliate’s business or reputation for honesty and fair dealing; or (vii) the breach by Executive of any material term of this Agreement (other than as a result following Executive’s receipt of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that of such breach. In each case, Employer intends will only make a determination to terminate EmployeeExecutive’s employment for CauseCause after first consulting with external legal counsel and the Compensation Committee of the Playa Board. In the case of items (iv), which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause(v), and (y) vii), Cause shall not exist unless Employer provides Executive with written notice of any such condition constituting Cause and such condition, if the conduct which constitutes the grounds is capable of being cured, curable (as determined in the reasonable determination sole discretion of the Board, Employee shall be given the opportunity Employer) is not cured within a period of thirty (30) calendar days following receipt by Executive of receipt notice of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterbreach.

Termination by Employer for Cause. Employer may terminate EmployeeExecutive’s employment hereunder for Cause “Cause” (as defined below) at any time. If Employer terminates EmployeeExecutive’s employment for Cause, Employee Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) unpaid business expense reimbursement pursuant to Section 76, and (3) benefits provided pursuant to Section 6any unused vacation pay through the date of termination, subject to the terms and conditions applicable theretoextent theretofore unpaid. For purposes of this Section 1614, Cause is defined as Employee’s as: (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other any material breach by Executive of any of Executive’s material obligations contained in this Agreement (other than as any such failure resulting from any medically determined physical or mental impairment); (b) Executive’s engaging in illegal conduct or gross misconduct which is injurious to the Employer; (c) a result material breach of Executive’s fiduciary duties of loyalty or care to the Employer, or Employer’s code of ethics or anti harassment/discrimination/retaliation policies; (d) conviction or plea of nolo contendere to a Disability)felony, or (de) failure or inability to satisfy the requirements stated circumstances set forth in Section 12 9 above. Notwithstanding the foregoing, prior to terminating EmployeeExecutive’s employment hereunder for Cause pursuant to Section 14(a) or (xb), and except with respect to an uncurable breach pursuant to subsection (e) Employee above, Executive shall be given thirty (30) days prior written notice that Employer intends to terminate EmployeeExecutive’s employment for Cause, Cause during which notice shall reasonably specify time Executive must demonstrate to the grounds which are the basis satisfaction of Employer that Executive either has cured his defective performance or has a specific and detailed plan for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conductcure. If the Board Employer determines that Employee Executive has not cured, on cured or has failed to present a thorough plan for cure prior to the expiration of such thirty (30) day period, Employee Executive shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within five (5) business days after being notified in writing by Employer of such breach); (ii) Employee’s failure to competently perform his material assigned duties as reasonably determined by Employer; (iii) Employee engaging in or causing an act that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty or nolo contendre by Employee to a felony or any crime involving moral turpitude; (v) Employee’s gross misconduct, dishonesty, or fraud; or (vi) Employee’s willful refusal to perform specific directives of the President and CEO, or his authorized designee, which are consistent with the scope, ethics and nature of Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, “Cause” shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 35 miles of Employee’s then current location and Employee declines to do so. Termination by Employer for Cause (as defined below) at any timehereunder shall not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such termination. If In the event of termination by Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any and all accrued but unpaid base salary compensation or benefit hereunder or otherwise from any member (and accrued PTO, as applicable) due to Employee as of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterTermination Date.

Termination by Employer for Cause. (a) If Employer may terminate Employee’s employment hereunder terminates Executive for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause), Employee Executive shall have no right be entitled to receive any compensation or benefit hereunder or otherwise from any member of (i) Base Salary earned through the Employer Group on and after the effective date of termination that remains unpaid as of employment other than the date of Executive’s termination, (1ii) any accrued and unpaid Base Salary earned bonus for any previously completed year that Executive is entitled to receive as of the date of termination that remains unpaid as of the date of Executive’s termination, (iii) any accrued and unpaid vacation days, (iv) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of Executive’s termination to the extent such expenses are reimbursable under Section 3.02 and (v) such benefits (excluding benefits under any severance plan, program or policy then in effect), if any, to which Executive may be entitled under the Benefit Plans as of employment (the date of Executive’s termination, which benefits shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to payable in accordance with the terms and conditions applicable thereto. of such Benefits Plans (the amounts described in clauses (i) through (v) of this Section 4.02(a) being referred to herein as the “Accrued Rights”). (b) For purposes of this Section 16Agreement, Cause is defined as Employeethe term “Cause” shall mean Executive’s (ai) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) willful failure to perform those duties that Executive is required to perform as an employee under this Agreement, (ii) conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude, dishonesty, theft, unethical business conduct or conduct that significantly impairs the reputation of Employer or any of its subsidiaries or affiliates or a felony (or the equivalent thereof in a jurisdiction other than the United States), (iii) gross negligence, malfeasance or willful misconduct in connection with Executive’s duties required hereunder (either by an act of Employee up commission or omission) that is significantly injurious to the standards established by the Boardfinancial condition or business reputation of Employer, Intermex Wire Transfer, LLC (“Intermex LLC”) or other material any of their subsidiaries or affiliates, (iv) breach of this Agreement the provisions of Section 5.03, 5.04 or 5.06 or (v) a breach of the provisions of Article V (other than as a result Section 5.03, 5.04 or 5.06) that either (A) is materially damaging to the business or reputation of Employer or Intermex LLC or any of their affiliates or (B) occurs after Employer has notified Executive of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt breach of such notice to cure such conductArticle V (other than Section 5.03, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on 5.04 or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter5.06).

Termination by Employer for Cause. Employer may terminate Employee’s 's employment hereunder at any time for Cause. For purposes of this Agreement, "Cause" includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee's willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty or nolo contendre by Employee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Employee of funds or assets of Employer; or (vi) Employee's willful refusal to perform specific directives of the President and CEO which are consistent with the scope, ethics and nature of Employee's duties and responsibilities hereunder. Notwithstanding the foregoing, "Cause" shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 20 miles of Employee's then current location and Employee declines to do so. Termination by Employer for Cause (as defined below) at any timehereunder shall not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such termination. If In the event of termination by Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any and all accrued but unpaid base salary compensation or benefit hereunder or otherwise from any member (including accrued paid time off, as applicable) due to Employee as of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterTermination Date.

Termination by Employer for Cause. Employer may terminate EmployeeExecutive’s employment hereunder for Cause “Cause” (as defined below) at any time. If Employer terminates EmployeeExecutive’s employment for Cause, Employee Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) and unpaid business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 1614, Cause is defined as Employee’s as: (a) failure to abide any breach by Employer’s policies and procedures, Executive of any of his material obligations contained in this Agreement; (b) misconduct, insubordination, consistent neglect or inattention failure to Employerperform Executive’s business, duties and responsibilities consistent with Executive’s executive positions; (c) failure material violation of Employer’s code of ethics; (d) violation of Employer’s anti-harassment/discrimination/retaliation provisions; (e) conviction or plea of nolo contendere to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability)felony, or (df) failure or inability to satisfy the requirements stated circumstances set forth in Section 12 9 above. Notwithstanding the foregoing, prior to terminating EmployeeExecutive’s employment hereunder for Cause pursuant to Section 14(a) or (xb) Employee and if, and only if such conduct is curable, Executive shall be given thirty (30) days prior written notice that Employer intends to terminate EmployeeExecutive’s employment for Cause, Cause during which notice shall reasonably specify time Executive must demonstrate to the grounds which are the basis satisfaction of Employer that Executive either has cured his defective performance or has a specific and detailed plan for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conductcure. If the Board Employer determines that Employee Executive has not cured, on cured or has failed to present a thorough plan for cure prior to the expiration of such thirty (30) day period, Employee Executive shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 76, and (3) benefits provided pursuant to Section 65, subject to the terms and conditions applicable thereto. For purposes of this Section 1615, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 11 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 1615, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee’s willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty or nolo contendre by Employee to a felony or any crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Employee of funds or assets of Employer; or (vi) Employee’s willful refusal to perform specific directives of the President and CEO which are consistent with the scope, ethics and nature of Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, “Cause” shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 20 miles of Employee’s then current location and Employee declines to do so. Termination by Employer for Cause (as defined below) at any timehereunder shall not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such termination. If In the event of termination by Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any and all accrued but unpaid base salary compensation or benefit hereunder or otherwise from any member (including accrued paid time off, as applicable) due to Employee as of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterTermination Date.

Termination by Employer for Cause. Employer may may, at its option, terminate Employeethis Agreement and Executive’s employment hereunder for Cause (as defined below) at upon giving notice of termination to Executive. As used in this Agreement, “Cause” shall mean that the Board in its good faith opinion concludes that any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the following events has occurred: (i) the continued and willful failure of Executive to perform substantially Executive’s material duties to Employer Group on and after the effective date of termination of employment (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by Employer which specifically identifies the manner in which Employer believes that Executive has not substantially performed Executive’s material duties and a reasonable time for such substantial performance has elapsed since delivery of such demand; (1ii) unpaid Base Salary earned Executive has been convicted of or pleaded nolo contendere to, (a) a felony or (b) another crime involving dishonesty or theft; (iii) there has been a material breach by Executive of Executive’s material obligations under this Agreement or the Covenants Agreement (as defined in Section 5.03 below) that substantially impairs Employer’s interest in this Agreement or the Covenants Agreement; provided, however, if such breach is subject to cure, then such breach shall not constitute “Cause” unless Executive has not substantially cured such breach within a reasonable period after written notice from Employer (which specifically describes such breach) is received by Executive; (iv) Executive’s material and willful failure to comply with a material policy of Employer; provided, however, if such failure to comply is subject to cure, then such failure to comply shall not constitute “Cause” unless Executive has not substantially cured such breach within a reasonable period after written notice from Employer (which specifically describes such failure to comply) is received by Executive; or (v) Executive has committed acts that in the judgment of the Board constitute gross misconduct or gross negligence to the date material detriment of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) the definition of “Cause,” no act or failure to abide act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Employer. Employer’s policies termination of Executive’s employment shall not be deemed to be for Cause unless and procedures, (b) misconduct, insubordination, or inattention until there shall have been delivered to Employer’s business, (c) failure to perform the duties required Executive a copy of Employee up to the standards established a resolution duly adopted by the Board, or other material breach affirmative vote of this Agreement (other not less than as a result three-fourths of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding entire membership of the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being curedBoard finding that, in the reasonable determination good faith opinion of such Board, the Executive is guilty of the Boardconduct described in subparagraph (i) through (v) above, Employee shall be given and specifying the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer particulars thereof in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterdetail.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself herself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. (a) If Employer may terminate Employee’s employment hereunder terminates Executive for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause), Employee Executive shall have no right be entitled to receive any compensation or benefit hereunder or otherwise from any member of (i) Base Salary earned through the Employer Group on and after the effective date of termination that remains unpaid as of employment other than the date of Executive’s termination, (1ii) any accrued and unpaid Base Salary earned bonus for any previously completed year that Executive is entitled to receive as of the date of termination that remains unpaid as of the date of Executive’s termination, (iii) any accrued and unpaid vacation days, (iv) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of Executive’s termination to the extent such expenses are reimbursable under Section 3.02 and (v) such benefits (excluding benefits under any severance plan, program or policy then in effect), if any, to which Executive may be entitled under the Benefit Plans as of employment (the date of Executive’s termination, which benefits shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to payable in accordance with the terms and conditions applicable thereto. of such Benefits Plans (the amounts described in clauses (i) through (v) of this Section 4.02(a) being referred to herein as the “Accrued Rights”). (b) For purposes of this Section 16Agreement, Cause is defined as Employeethe term “Cause” shall mean Executive’s (ai) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) willful failure to perform those duties that Executive is required to perform as an employee under this Agreement, (ii) conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude, dishonesty, theft, unethical business conduct or conduct that significantly impairs the reputation of Employer or any of its subsidiaries or affiliates or a felony (or the equivalent thereof in a jurisdiction other than the United States), (iii) gross negligence, malfeasance or willful misconduct in connection with Executive’s duties required hereunder (either by an act of Employee up commission or omission) that is significantly injurious to the standards established by the Boardfinancial condition or business reputation of Employer, Parent, Intermex Wire Transfer, LLC (“Intermex LLC”) or other material any of their subsidiaries or affiliates, (iv) breach of this Agreement the provisions of Section 5.03, Section 5.04 or Section 5.06 or (v) a breach of the provisions of Article V (other than as a result Section 5.03, Section 5.04 or Section 5.06) that either (A) is materially damaging to the business or reputation of Employer, Parent or Intermex LLC or any of their affiliates or (B) occurs after Employer has notified Executive of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt breach of such notice to cure such conductArticle V (other than Section 5.03, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on Section 5.04 or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter5.06).

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of In the Employer Group on and after the effective date event of termination of --------------------------------- Employee's employment other than (1) unpaid Base Salary earned hereunder by Employer "For Cause," Employee shall not be entitled to the date any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment (which hereunder by Employer shall be paid on Employer’s next scheduled payroll date)deemed to have occurred "For Cause" if, (2) business expense reimbursement pursuant to Section 7within a reasonable period after such termination, and (3) benefits provided pursuant to Section 6, subject to a good faith finding shall be made by a majority of the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than Board that such termination occurred as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination any of the Board, following: (A) any act committed by Employee which shall be given represent a breach in any material respect of any of the opportunity terms of this Agreement and which breach is not cured within thirty (30) calendar days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to the material detriment of Employer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or omissions in the performance of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the material detriment of Employer, including excessive unexcused absence from work; (F) use of illegal drugs or unauthorized use of alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to cure such conductEmployee, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If a reasonable time period, that the Board determines that Employee has not cured, on or prior to the expiration is convening for purposes of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the determining whether Employee's termination of employment for was For Cause and Employee (or his representative) shall be effective upon have the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of right to appear before the Board regarding in connection with such subject matterdetermination.

Termination by Employer for Cause. Employer may terminate Employee’s 's employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s 's employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s 's next scheduled payroll date), (2) business expense reimbursement pursuant to Section 73(d), and (3) benefits provided pursuant to Section 63(c), subject to the terms and conditions applicable thereto. For purposes of this Section 1612 (a), Cause is defined as Employee’s 's (ai) failure to abide by Employer’s 's policies and procedures, (bii) gross misconduct, gross negligence, insubordination, or willful inattention to Employer’s 's business, (ciii) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (div) failure or inability to satisfy the requirements stated in Section 12 7 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice Should Employer believe that Employer intends cause exists to terminate Employee’s employment for Cause, Employer agrees to provide written notice to Employee of the specific items identified as cause and to afford Employee a period of twenty (20) business days from receipt of the written notice to remedy these deficiencies to Employer's satisfaction, which notice Employer shall reasonably specify not unreasonably withhold. If, at the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination conclusion of the Boardcure period, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not curedsatisfactorily remedied the deficiency, on or prior to the expiration of such thirty (30) day period, Employer shall notify Employee who shall be terminated for Cause at the expiration of such thirty (30) day periodimmediately terminated. Notwithstanding the foregoingFurther, nothing in this paragraph 12 precludes Employer from immediately terminating Employee's employment if Employee receives more than two (2) notices relating to the same engages in felonious criminal conduct, physically aggressive conduct toward any co-worker, patron, vendor or similar conduct pursuant to this Section 16customer of employer, illegal drug use, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective based upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterany gaming authority's demand Employer do so.

Termination by Employer for Cause. Employer may terminate Employee’s Executive's employment hereunder for Cause "Cause" (as defined below) at any time. If Employer terminates Employee’s Executive's employment for Cause, Employee Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s 's next scheduled payroll date), (2) and unpaid business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 1614, Cause is defined as Employee’s as: (a) failure to abide any breach by EmployerExecutive of any of Executive’s policies and procedures, material obligations contained in this Agreement; (b) misconduct, insubordination, consistent neglect or inattention failure to Employerperform Executive’s business, duties and responsibilities consistent with Executive’s executive positions; (c) failure material violation of Employer's code of ethics; (d) violation of Employer's anti-harassment/discrimination/retaliation provisions; (e) conviction or plea of nolo contendere to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability)felony, or (df) failure or inability to satisfy the requirements stated circumstances set forth in Section 12 9 above. Notwithstanding the foregoing, prior to terminating Employee’s Executive's employment hereunder for Cause pursuant to Section 14(a) or (xb) Employee and if, and only if such conduct is curable, curability to be determined in Employer’s sole and absolute discretion, Executive shall be given thirty (30) days prior written notice that Employer intends to terminate Employee’s Executive's employment for Cause, Cause during which notice shall reasonably specify time Executive must demonstrate to the grounds which are the basis satisfaction of Employer that Executive either has cured Executive’s defective performance or has a specific and detailed plan for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conductcure. If the Board Employer determines that Employee Executive has not cured, on cured or has failed to present a thorough plan for cure prior to the expiration of such thirty (30) day period, Employee Executive shall be terminated for Cause no later than at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.

Termination by Employer for Cause. This Agreement may be terminated by the Employer for good cause upon ten (10) days written notice to Employee. Such termination shall be without prejudice to any right or remedy to which the Employer may terminate Employee’s employment hereunder for Cause (as defined below) be entitled either at any timelaw, in equity, or under this Agreement. If Employer terminates Employee’s employment for Cause, Employee shall have no Without prejudice to the generality of the right to receive any compensation terminate for good cause, each of the following contingencies will be good cause: (a) Should the Employee by reason of injury or benefit hereunder illness fail to perform his duties as an employee under this Agreement for more than 180 consecutive days; (b) Should the Employee, for reasons other than (i) vacation leave in accordance with the Employer's policies existing from time to time and in accordance with this Agreement, (ii) illness or otherwise (iii) injury, absent; (c) Absent himself from any member his duties without the consent of the Board of Directors of the Employer Group on and after for more than ten (10) consecutive business days; (d) Should the effective date Employee be convicted of termination a felony or a crime involving moral turpitude or a crime which, in the sole judgment of employment other than (1) unpaid Base Salary earned the Employer, materially adversely affects the utility of the services of the Employee to the date of termination of employment Employer in its business; (which shall be paid on Employer’s next scheduled payroll date), (2e) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject Should the Employee engage in any activity related to the business of the Employer that would constitute a material conflict of interest with the Employer without the consent of the Board of Directors of Employer, (f) Should the Employee be grossly negligent in the performance of his duties hereunder, or other-wise fail to comply with the material terms and conditions applicable thereto. For purposes of this Section 16Agreement, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established unless waived in writing by the Board, or other Board of Directors of Employer; or (g) Should the Employee's conduct constitute material breach willful misconduct; or (h) The death of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 aboveEmployee. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the Any decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct this Agreement pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause 6.01 shall be effective upon made by the receipt affirmative vote of such notice. If a majority of the members of the Board of Directors other than Employee if Employee is a member of the Board, Employee hereby recuses himself from Board of Directors at the deliberations and time the vote of the Board regarding such subject matteris taken.

Termination by Employer for Cause. (a) If Employer may terminate Employee’s employment hereunder terminates Executive for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause), Employee Executive shall have no right be entitled to receive any compensation or benefit hereunder or otherwise from any member of (i) Base Salary earned through the Employer Group on and after the effective date of termination that remains unpaid as of employment other than the date of Executive’s termination, (1ii) any accrued and unpaid Base Salary earned bonus for any previously completed year that Executive is entitled to receive as of the date of termination that remains unpaid as of the date of Executive’s termination, (iii) any accrued and unpaid vacation days, (iv) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of Executive’s termination to the extent such expenses are reimbursable under Section 3.02 and (v) such benefits (excluding benefits under any severance plan, program or policy then in effect), if any, to which Executive may be entitled under the Benefit Plans as of employment (the date of Executive’s termination, which benefits shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to payable in accordance with the terms and conditions applicable thereto. of such Benefits Plans (the amounts described in clauses (i) through (v) of this Section 4.02(a) being referred to herein as the “Accrued Rights”). (b) For purposes of this Section 16Agreement, Cause is defined as Employeethe term “Cause” shall mean Executive’s (ai) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) willful failure to perform those duties that Executive is required to perform as an employee under this Agreement, (ii) conviction of, or a plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude, dishonesty, theft, unethical business conduct or conduct that significantly impairs the reputation of Employer or any of its subsidiaries or affiliates or a felony (or the equivalent thereof in a jurisdiction other than the United States), (iii) gross negligence, malfeasance or willful misconduct in connection with Executive’s duties required hereunder (either by an act of Employee up commission or omission) that is significantly injurious to the standards established by the Boardfinancial condition or business reputation of Employer, Parent, Intermex Wire Transfer, LLC (“Intermex LLC”) or other material any of their subsidiaries or affiliates, (iv) breach of this Agreement the provisions of Section 5.03, Section 5.04 or Section 5.06 or (v) a breach of the provisions of Article V (other than as a result Section 5.03, Section 5.04 or Section 5.06) that either (A) is materially damaging to the business or reputation of Employer, Parent or Intermex LLC or any of their affiliates or (B) occurs after Employer has notified #240447844_v3 Executive of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt breach of such notice to cure such conductArticle V (other than Section 5.03, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on Section 5.04 or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter5.06).

Termination by Employer for Cause. Employer The Company may terminate Employee’s employment hereunder only for “Cause.” A termination for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of is a termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide evidenced by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established a finding adopted in good faith by the Board, or other material breach of this Agreement Board that Employee (i) willfully and continually failed to substantially perform his duties with the Company (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating resulting from Employee’s employment hereunder for Cause (xincapacity due to illness, physical or mental disability or other incapacity) Employee shall be and such failure continues after the Board has given written notice that Employer intends Employee has failed to terminate perform his duties, (ii) has been convicted of a felony, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied reasonably promptly after the Board has given written notice to Employee providing a reasonable description of the breach, or (iv) engaged in conduct constituting willful malfeasance in connection with his employment which is materially and demonstrably injurious to the Company and its subsidiaries taken as a whole, or (v) has been barred by the Securities Exchange Commission or any court or agency having jurisdiction from serving as an officer of a publicly traded company. No act, or failure to act, on Employee’s employment part, shall be considered “willful” for Cause, which notice shall reasonably specify the grounds which are the basis for the decision purposes of (i) or (iv) above unless he has acted or failed to terminate Employee’s employment for Cause, act with an absence of good faith and (y) if the conduct which constitutes the grounds is capable of being cured, without a reasonable belief that his action or failure to act was in the reasonable determination best interests of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer Company. Notwithstanding anything contained in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior this Agreement to the expiration contrary, no failure to perform by Employee after Notice of such thirty Termination (30as hereinafter defined) day period, Employee is given by Employer shall be terminated constitute Cause for Cause at the expiration purposes of such thirty (30) day periodthis Agreement. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment Termination for Cause shall be effective upon by action of the receipt of such notice. If Board after giving Employee is a member of and his legal advisor an opportunity to meet with the Board, Employee hereby recuses himself from contest the deliberations basis for termination, and vote to demonstrate that Employee’s continued employment is in the best interests of the Board regarding such subject matterCompany.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 73(d), and (3) benefits provided pursuant to Section 63(c), subject to the terms and conditions applicable thereto. For purposes of this Section 1611 (a), Cause is defined as Employee’s (ai) failure to abide by Employer’s policies and procedures, (bii) misconduct, insubordination, or inattention to Employer’s business, (ciii) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (div) failure or inability to satisfy the requirements stated in Section 12 7 above. Notwithstanding Prior to a termination for cause under this paragraph 11(a), the foregoing, prior Employer must provide a written letter of deficiency to terminating Employee which details Employee’s employment hereunder for Cause (x) deficient conduct and thereafter provide Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar 30 days of receipt of such notice to cure such conductdeficiency. If after 30 days, provided Employer continues to believe cause exists to terminate the Employee, then Employer shall send a second letter to Employee has advised Employer in writing within five (5) calendar days terminating Employee that memorializes the failure of receipt of such notice of Employee’s intention Employee to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterasserted deficiency.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 73(e), and (3) benefits provided pursuant to Section 63(c), subject to the terms and conditions applicable thereto. For purposes of this Section 1611, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 7 above. Notwithstanding Prior to a termination for cause under this paragraph 11(a), the foregoing, prior Employer must provide a written letter of deficiency to terminating Employee that details Employee’s employment hereunder for Cause (x) deficient conduct and thereafter provide Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar 30 days of receipt of such notice to cure such conductdeficiency. If after 30 days Employer continues to believe cause exists to terminate the Employee, provided then Employer shall send a second letter to Employee has advised Employer in writing within five (5) calendar days terminating Employee that memorializes the failure of receipt of such notice of Employee’s intention Employee to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterasserted deficiency.

Termination by Employer for Cause. Employer may shall be entitled to terminate Employee’s 's employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment time for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to as defined by Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s 4.6.1. (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform In the duties required event of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment such termination for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice all of Employee’s intention 's rights and benefits provided for in this Agreement shall terminate, except as to cure such conduct. If the Board determines that any accrued and unpaid Base Compensation, accrued and unused vacation (not to exceed sixty (60) days) and any benefits or amounts owed for Reimbursable Expenses incurred by Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day periodtermination. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating Employee, upon receiving notice from Employer of termination for Cause, which such notice shall specify the facts giving rise to the same or similar conduct pursuant asserted Cause, shall challenge such termination, then and in such event Employee shall be entitled to arbitrate the issue as a "dispute" within the meaning of Section 10 of this Section 16Agreement, or if such notices are sent and in accordance with the provisions thereof, by serving a notice of arbitration within forty fourteen (4014) days after such notice of one another termination for Cause. Pending the determination of the arbitrators, Employee's employment shall be deemed suspended, and relate during the period of such suspension Employer shall pay an amount equal to the same or similar conductBase Compensation to which Employee would otherwise be entitled, Employee shall no longer have the opportunity on a regular periodic basis, into an escrow account with Texas Commerce Bank, N.A. to cure be maintained at money market interest. The principal and the termination of employment for Cause interest thereon shall be effective upon paid to Employee if the receipt of such notice. If Employee is a member determination of the Boardarbitrators is favorable to Employee, and to Employer if the determination is favorable to Employer. All benefits to which Employee hereby recuses himself from would otherwise be entitled, including but not limited to medical insurance and life insurance, shall continue to be made currently available to Employee pending the deliberations and vote determination of the Board regarding such subject matterarbitrators.

Termination by Employer for Cause. (a) Employer may terminate Employee’s employment hereunder with Employer for Cause (as defined belowherein) at any timeby providing written notice to Employee of Employer’s intent to terminate for cause. If Employer terminates Employee’s employment shall terminate at the close of business on the date on which Employer provides written notice of termination for Cause to Employee. Upon termination of Employee’s employment with Employer for Cause, Employer’s obligation to pay Employee the compensation described in Sections 4, 5, 6, 7, and 8 of this Agreement shall immediately expire, except that Employer shall pay Employee for any incurred and unreimbursed expenses, and on the next regular payday following the termination date Employer shall pay Employee that portion of his Base Salary and unused vacation (subject to Section 5) that shall have been earned through the termination date. Aside from the payments set forth in this Section 14 of the Agreement, Employer shall have no right further obligations to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than Employee under this Agreement. (1b) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16Agreement, Cause is defined as the term “Cause” means termination of Employee’s (a) failure to abide by , at Employer’s policies and proceduresdiscretion, for: (b1) misconductFailure to work for Employer on a full-time basis, insubordinationexcluding any permitted vacations, personal time off (as defined in Employer’s Policy Manual), or inattention short term absences due to Employer’s businesssickness or injury; (2) Unlawful use, possession, or sale of illegal drugs in the workplace, or intoxication from alcohol or illegal controlled substances in the workplace; (c3) Inability or failure to perform in any material respect Employee’s duties with the duties required of Employee up to the standards established by the Board, Employer or other material breach of any provision of this Agreement that remains uncured after ten (other than as a result 10) days’ notice of a Disability)same; (4) Failure or refusal to comply with lawful policies, or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Causerules, and (y) if the conduct which constitutes the grounds is capable regulations of being curedEmployer, whether now in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five force or hereafter adopted; (5) calendar days Being formally charged and/or convicted of receipt a felony; (6) Misrepresentation or concealment of such notice any fact for the purpose of securing this Agreement; (7) Engaging in any conduct Employer considers dishonest, immoral, unethical, fraudulent, or unprofessional, regardless of materiality; (8) Engaging in any illegal conduct or misconduct which is injurious to Employer; (9) Appropriating any opportunity of the Town of Whitestown for Employee’s intention personal benefit or the benefit of another, regardless of materiality or intent to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matter.defraud; or

Termination by Employer for Cause. Employer may terminate The Company shall be permitted to discharge Employee for Cause, in which case Employee’s employment hereunder for Cause shall immediately terminate. For purposes hereof, “Cause” shall mean (as defined belowi) at Employee’s act of fraud, misappropriation, embezzlement or dishonesty with respect to the Company; (ii) Employee’s conviction of, or plea of guilt or no contest to, a felony; (iii) Employee’s intentional misconduct in the performance of his or her duties which is not promptly remedied upon receipt of notice thereof from the Company; (iv) Employee’s disregard of any timelawful instruction from, or policy established by the McMahons or the Company’s board of directors which is not promptly remedied upon receipt of notice thereof from the Company; or (v) Employee’s breach of any other material provision of this Agreement which is not promptly remedied upon receipt of notice thereof from the Company. If Employer terminates Upon termination of Employee’s employment for Cause, Employee the Company shall have no right further obligation to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment make payments under this Agreement, other than (1i) compensation payments, payments in respect of accrued but unpaid Base Salary earned to vacation and reimbursement for business expenses, in each case due, accrued or payable as of the date of such termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3ii) such vested retirement benefits as Employee may then be entitled to under any employee benefit or pension plan, provided pursuant to Section 6, subject to that the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) such plan provide that Employee shall be given written notice that Employer intends permitted to terminate retain the benefit thereof under such circumstances. In the event of Employee’s employment termination for Cause, which notice shall reasonably specify the grounds which are the basis for the decision Employee will not be entitled to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination receive all or any part of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterSeverance Payment.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employeethis Employment Agreement and Executive’s employment for “Cause, Employee shall have no right to receive ” at any compensation time in accordance with the provisions of this Section 9.3. Cause is defined for purposes of this Section 9.3 as: (a) gross negligence or benefit hereunder or otherwise from any member willful misconduct by Executive in the performance of the Employment Duties; (b) insubordination by Executive to Employer Group on and after or a willful refusal by Executive to perform the effective date Employment Duties; (c) commission by Executive of termination a felony, act of employment moral turpitude or other than act, which prevents Executive from effectively performing the Employment Duties or is likely to affect the interests of Employer; (1d) unpaid Base Salary earned breach of any of the provisions of this Employment Agreement including, without limitation, Section 13 or 14; (e) any unexcused absence by Executive from the Employment Duties for a period of five (5) consecutive days; (f) Executive’s inability to enter into this Employment Agreement or perform the date Employment Duties as provided in Section 1 herein; or (g) any act of termination of employment (which shall be paid on dishonesty by Executive relating to Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant its employees or otherwise, including, without limitation, fraud, embezzlement or misappropriation relating to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable theretosignificant amounts. For purposes of this Section 16Agreement, Cause is defined as Employee’s “Cause” shall not exist unless Employer has first: (ai) failure to abide by Employer’s policies and proceduresadvised Executive in writing of the specific alleged conduct or allegations constituting “Cause”, (bii) misconduct, insubordination, provided Executive with an opportunity to explain such conduct or inattention to Employer’s business, (c) failure to perform allegations before a meeting of the duties required entire Board of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for CauseDirectors, and (yiii) if the with respect to any conduct which constitutes the grounds is or allegations of “Cause” capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within provided Executive with thirty (30) calendar days of receipt of such after receiving written notice thereof to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employeealleged Cause. Employer’s intention total liability to cure such conduct. If the Board determines that Employee has not cured, on or prior Executive under this Section 9.3 will be limited to the expiration payment of such thirty Executive’s Base Salary and provision of Employee Benefits then in effect (30as amended, changed, substituted, replaced, suspended or terminated) day period, Employee shall be terminated for Cause at through and including the expiration effective date of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject mattertermination.

Termination by Employer for Cause. The Employer may terminate the Employment for cause on the following terms and conditions: (i) The Employer shall be deemed to have cause to terminate Employee’s employment hereunder Employment for Cause any of the following events: (A) The Employee shall fail to substantially perform his obligations under this Agreement (except as defined belowa result of Employee’s incapacity due to physical or mental illness) at after having first received notice of such failure and thirty (30) days within which to correct the failure; (B) The Employee commits any time. If act which a reasonable person would reasonably expect to result in injury to the Employer or any of its affiliates; (C) The Employee is charged, indicted or convicted of any criminal act or act involving moral turpitude which the Employer reasonably deems adversely affects the suitability of Employee to serve the Employer or any of its affiliates; (D) The Employee commits any dishonest or fraudulent act which the Employer reasonably deems material to the Employer or any of its affiliates, including the reputation of the Employer or any of its affiliates; or (E) Any refusal by Employee to obey orders or instructions of the Chief Executive Officer of the Employer, unless such instructions would require Employee to commit an illegal act, could subject Employee to personal liability, would require Employee to violate the terms of this Agreement, are inconsistent with recognized ethical standards, or would otherwise be inconsistent with the duties of an officer of a bank. (ii) In the event the Employer terminates Employee’s employment Employment for Causecause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of (A) the Employer Group on and after shall pay Employee the Employee’s then Annual Salary through, but not beyond, the effective date of termination of employment other than the termination, (1B) unpaid Base Salary earned to the Employee shall receive those Additional Benefits accrued through but not beyond the effective date of such termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to are payable under the terms and conditions applicable thereto. For purposes provisions of this Section 16benefit plans then in effect in accordance with Paragraph 3(e) above, Cause is defined as Employee’s (aC) failure to abide by the Employer shall pay the Employee for vacation in accordance with the Employer’s policies and proceduresthen existing policy for senior banking employees, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (xD) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify bound by the grounds which are provisions of the basis for the decision to terminate Employee’s employment for Cause, Non-Solicitation Agreement and Non-Compete Agreement and (yE) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employer shall reimburse Employee shall be given the opportunity within thirty (30pursuant to Paragraph 3(f) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or above for expenses incurred prior to the expiration of such thirty (30) day periodtermination, provided that the request for reimbursement is made by Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more no later than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) 10 days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterafter termination.

Termination by Employer for Cause. Employer may terminate Employee’s 's employment hereunder at any time for Cause. For purposes of this Agreement, "Cause" includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee's willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of Employee for a criminal or summary conviction offence that is related to Employee's employment; (v) misappropriation or embezzlement by Employee of funds or assets of Employer; or (vi) Employee's willful refusal to perform specific directives of the President and CEO which are consistent with the scope, ethics and nature of Employee's duties and responsibilities hereunder. Notwithstanding the foregoing, "Cause" shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 20 miles of Employee's then current location and Employee declines to do so. Termination by Employer for Cause (as defined below) at any timehereunder shall not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such termination. If In the event of termination by Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any and all accrued but unpaid base salary compensation or benefit hereunder or otherwise from any member and vacation pay due to Employee as of the Employer Group on and after the effective date of Termination Date, it being understood that no further payment in respect to such termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or other material breach of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject mattermade or required.

Termination by Employer for Cause. This Agreement may be terminated by the Employer for good cause upon ten (10) days written notice to Employee. Such termination shall be without prejudice to any right or remedy to which the Employer may terminate Employee’s employment hereunder for Cause (as defined below) be entitled either at any timelaw, in equity, or under this Agreement. If Employer terminates Employee’s employment for Cause, Employee shall have no Without prejudice to the generality of the right to receive any compensation terminate for good cause, each of the following contingencies will be good cause: (a) Should the Employee by reason of injury or benefit hereunder illness fail to perform his duties as an employee under this Agreement for more than 180 consecutive days; (b) Should the Employee, for reasons other than (i) vacation leave in accordance with the Employer's policies existing from time to time and in accordance with this Agreement, (ii) illness or otherwise (iii) injury, absent; (c) Absent himself from any member his duties without the consent of the Board of Directors of the Employer Group on and after for more than ten (10) consecutive business days; (d) Should the effective date Employee be convicted of termination a felony or a crime involving moral turpitude or a crime which, in the sole judgment of employment other than (1) unpaid Base Salary earned the Employer, materially adversely affects the utility of the services of the Employee to the date of termination of employment Employer in its business; (which shall be paid on Employer’s next scheduled payroll date), (2e) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject Should the Employee engage in any activity related to the business of the Employer that would constitute a material conflict of interest with the Employer without the consent of the Board of Directors of Employer, (f) Should the Employee be grossly negligent in the performance of his duties hereunder, or other-wise fail to comply with the material terms and conditions applicable thereto. For purposes of this Section 16Agreement, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established unless waived in writing by the Board, or other Board of Directors of Employer; (g) Should the Employee's conduct constitute material breach willful misconduct; or, (h) The death of this Agreement (other than as a result of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 aboveEmployee. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the Any decision to terminate Employee’s employment for Cause, and (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct this Agreement pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause 6.01 shall be effective upon made by the receipt affirmative vote of such notice. If a majority of the members of the Board of Directors other than Employee if Employee is a member of the Board, Employee hereby recuses himself from Board of Directors at the deliberations and time the vote of the Board regarding such subject matteris taken.

Termination by Employer for Cause. Employer may terminate EmployeeExecutive’s employment hereunder under this Agreement at any time for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable theretoany cure periods set forth in this Section 5(a)). For purposes of this Section 16Agreement, Cause is defined as Employee’s “Cause” for termination shall mean any of the following: (ai) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordinationthe conviction of Executive of, or inattention to Employer’s businessthe entry of a plea of guilty, first offender probation before judgment or nolo contendere by Executive to, any felony or any other crime involving dishonesty; (cii) failure to perform the duties required of Employee up to the standards established by the Boardfraud, misappropriation, embezzlement, or other breach of fiduciary duty by Executive with respect to Employer or any of the Playa Affiliates; (iii) Executive’s material breach of the written employment policies and code of conduct to which Executive is subject, including, but not limited to, polices against discrimination or harassment; (iv) Executive’s willful failure, bad faith, or gross negligence in the performance of her assigned duties for Employer or any Playa Affiliate following Executive’s receipt of written notice of such willful failure, bad faith, or gross negligence; (v) Executive’s failure to follow reasonable and lawful directives of Employer or the other applicable Playa Affiliates following Executive’s receipt of written notice of such failure; (vi) any act or omission of Executive that Employer reasonably determines to be likely to have a material adverse impact on Employer’s or any Playa Affiliate’s business or reputation for honesty and fair dealing; other than an act or failure to act by Executive acting reasonably, in good faith and without reason to believe that such act or failure to act would adversely impact Employer’s or any Playa Affiliate’s business or reputation for honesty and fair dealing; or (vii) the breach by Executive of any material term of this Agreement (other than as a result following Executive’s receipt of a Disability), or (d) failure or inability to satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice that of such breach. In each case, Employer intends will only make a determination to terminate EmployeeExecutive’s employment for CauseCause after first consulting with external legal counsel and the Compensation Committee of the Playa Board. In the case of items (iv), which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause(v), and (y) vii), Cause shall not exist unless Employer provides Executive with written notice of any such condition constituting Cause and such condition, if the conduct which constitutes the grounds is capable of being cured, curable (as determined in the reasonable determination sole discretion of the Board, Employee shall be given the opportunity Employer) is not cured within a period of thirty (30) calendar days following receipt by Executive of receipt notice of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure and the termination of employment for Cause shall be effective upon the receipt of such notice. If Employee is a member of the Board, Employee hereby recuses himself from the deliberations and vote of the Board regarding such subject matterbreach.