Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer may, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breach.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any Affiliate of Employer; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breach.disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or

Termination by Employer for Cause. The Employer mayshall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreementduring the Term, the term "Cause" shall include but not necessarily be limited to Executive: (i) conviction of, or plea has materially breached the terms of nolo contendere to, a felony or a crime involving moral turpitudethis Agreement; (ii) engagement in conduct which has violates any of the effect covenants of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridiculeArticles III and IV of this Agreement; (iii) fraud on exhibits repeated willful, reckless, intentional, grossly negligent or misappropriation of any funds wanton failure or property refusal to perform his Executive Duties and Responsibilities in furtherance of the Employer, ’s business interest or in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or refusal more than one time in any affiliate, customer or vendor12 month period); (iv) willful violation commits an intentional tort against the Employer, which materially adversely affects the business or reputation of any law, rule or regulation (other than minor traffic violations or similar offenses)the Employer; (v) personal dishonestycommits any act of fraud, willful misconductdishonesty or disloyalty or any act involving gross moral turpitude, which adversely affects the business or breach reputation of fiduciary duty which involves personal profitthe Employer; (vi) gross incompetence has engaged in violations of federal or state securities laws, or has caused the Employer to engage in violations of federal or state securities laws; (vii) has been charged with criminal conduct under any federal or state laws against the Employer, which in the performance good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive's duties ’s ability to execute and perform his Executive Duties and Responsibilities under this Agreement; (viiviii) willful misconduct in connection with has been the Executive's duties subject of a final non-appealable conviction of or willful failure a plea of guilty or nolo contendere by the Executive to perform a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism Employer or inattention to the Executive's dutiesotherwise; (ix) chronic exhibits immoderate use of alcoholalcohol or drugs that, drugs in the discretion of the Board, impairs, or other similar substances (other than pursuant is likely to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects impair, the Executive's work performance’s ability to perform his duties hereunder; or (x) violation has become subject to any of any Employer rulethe “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), regulation(each and all of the foregoing clauses (i) through (x) constituting reasons for termination for “Cause”), procedure or policy which hasprovided that unsatisfactory business performance of the Employer, or may mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without at least fifteen (15) calendar days’ prior written notice to the Executive setting forth the reason(s) for the Employer’s intention to terminate for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to havebe cured, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen fifteen (1415) calendar days from the giving delivery of such written notice by the Employer within which to cure such breachany acts constituting Cause.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any Affiliate of Employer; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breachdisassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment.

Termination by Employer for Cause. At any time during the Period of Employment, Employer may, at it's option, may terminate Executive's ’s employment hereunder for "Cause if such termination is approved by not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose. For purposes of this Agreement “Cause" upon giving ” shall mean any of the following: (i) the willful and continued failure of the Executive substantially to perform the Executive’s duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board delivers to the Executive a written demand for substantial performance and such nonperformance has continued for more than thirty (30) days following written notice of nonperformance from the Board that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties (provided, however, that Executive shall not be deemed to be in nonperformance if within such termination 30-day time period following receipt by Executive of such notice he has taken steps reasonably calculated to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpituderesolve such nonperformance); (ii) engagement willful misconduct or gross misconduct by the Executive, that has resulted in conduct which has the effect of bringing disrepute material injury to the financial interests of or reputation of Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation a violation of any funds or property policies and procedures of Employer which in the reasonable discretion of the Employer, any affiliate, customer or vendorBoard is grounds for termination of employment; (iv) willful violation a material breach by Executive of any law, rule or regulation (other than minor traffic violations or similar offenses)the covenants contained in Paragraph 5 of this Agreement; (v) personal any act or omission by Executive which, if convicted by a court of law, would constitute a felony; or involves disloyalty, dishonesty, willful misconductor insubordination in Executive’s relations with Employer, the Board, other employees, or breach any of fiduciary duty Employer’s customers; (v) any act or omission which involves personal profitis an intentional violation of the written policies of Employer; (vi) gross incompetence any act or omission which results in the performance a breach of the Executive's duties under any term or condition of this Agreement; or (viiviii) willful misconduct in connection with the Executive's duties any act or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) omission which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, has a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines ’s reputation, business affairs or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breachgoodwill.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any Affiliate of Employer; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines subject Employer or any other applicable state of its Affiliates (including any of their respective officer or local directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory body) agencies or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of suppliers doing business with the Employer or any of its Affiliates; or (including, without limitation, such provisions within this Agreementiii) or the commission by Executive of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (iv) a breach by Executive of any of Executive’s material obligations under laws governing the workplacethis Agreement, which can't be undone)breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure for such breach. If, and only ifpurposes, the nature term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (v) the breach is such that the breach is reasonably open issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to curedisassociate himself from Employer or any of its Affiliates, then the Executive shall have fourteen (14) days from the giving of such notice within which suspends Executive’s employment or requires Employer to cure such breach.terminate Executive’s employment; or

Termination by Employer for Cause. The Employer mayshall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, at it's option, terminate Executive's employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreementduring the Term, the term "Cause" shall include but not necessarily be limited to Executive: (i) conviction of, or plea has materially breached the terms of nolo contendere to, a felony or a crime involving moral turpitudethis Agreement; (ii) engagement exhibits repeated willful, reckless, intentional, grossly negligent or wanton failure or refusal to perform his duties under this Agreement in conduct which has the effect furtherance of bringing disrepute to the Employer's reputation ’s business interest or hold the otherwise in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or the Executive up to public ridiculerefusal more than one time in any 12 month period); (iii) fraud on commits an intentional tort against the Employer, which materially adversely affects the business or misappropriation of any funds or property reputation of the Employer, any affiliate, customer or vendor; (iv) willful violation commits any act of fraud, dishonesty or disloyalty or any lawact involving gross moral turpitude, rule which materially adversely affects the business or regulation (other than minor traffic violations or similar offenses)reputation of the Employer; (v) personal dishonesty, willful misconducthas engaged in violations of federal or state securities laws, or breach has caused the Employer to engage in violations of fiduciary duty which involves personal profitfederal or state securities laws; (vi) gross incompetence has been charged with criminal conduct involving a felony or misdemeanor under any federal or state laws against the Employer, which in the performance good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive's ’s ability to execute and perform his duties under this Agreement; (vii) willful misconduct has been the subject of a final non-appealable conviction of or a plea of guilty or nolo contendere by the Executive to a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Employer or otherwise;(viii) exhibits immoderate use of alcohol or drugs that, in connection with the discretion of the Board, impairs, or is likely to impair, the Executive's duties or willful failure ’s ability to perform his duties under this Agreement; or (ix) has become subject to any of the Executive's responsibilities “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the best interests Securities Act (a “Disqualification Event”), (each and all of the foregoing clauses (i) through (ix) constituting reasons for termination for “Cause”), provided that unsatisfactory business performance of the Employer; , or mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without at least fifteen (vii15) habitual absenteeism or inattention calendar days’ prior written notice to the Executive's duties; (ixExecutive setting forth the reason(s) chronic use of alcoholfor the Employer’s intention to terminate for Cause. Except for a failure, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which hasbreach, or may refusal which, by its nature, cannot reasonably be expected to havebe cured, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen thirty (1430) calendar days from the giving delivery of such written notice by the Employer within which to cure such breachany acts constituting Cause.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon : (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (iv) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (v) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such termination to Executive. As used in this Agreementbreach and, for such purposes, the term "Cause" “material obligations” shall include but not necessarily be limited each of Executive’s covenants and obligations contained in Section 8 hereof; or (vi) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (ivii) conviction the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or (viii) the suspension or loss of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement failure by Executive to maintain in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employerfull force and effect, any affiliateprofessional license or certification needed by Executive, customer under applicable law or vendor; (iv) willful violation otherwise, to be entitled to perform any of any law, rule his/her responsibilities or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breach.

Termination by Employer for Cause. Employer may, at it's option, terminate Executive's employment for "Cause" upon giving written notice For purposes of such termination to Executive. As used in this Agreement, the term an event or occurrence constituting "Cause" shall include but not necessarily be limited to mean: EMPLOYMENT AGREEMENT PAGE 5 -------------------- (ia) conviction ofEmployee's willful failure, or plea refusal after notice thereof, to perform specific directives of nolo contendere tothe Board of Directors of Employer, when such directives are consistent with the scope and nature of Employee's duties and responsibilities as set forth in clause 2.1 hereof; or (b) Dishonesty of Employee affecting Employer; or (c) Chemical dependency which interferes with the performance of Employee's duties and responsibilities under this Agreement; or (d) Employee's conviction of a felony or a of any crime involving of moral turpitude, fraud or misrepresentation; or (iie) engagement Any gross or willful conduct of Employee resulting in conduct which has the effect of bringing disrepute substantial loss to the Employer, substantial damage to Employer's reputation reputation, or hold theft or defalcation from Employer; or (f) Gross incompetence on the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property part of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence Employee in the performance of the Executive's duties and responsibilities under this Agreement; or (viig) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests Any material breach (not covered by any of subclauses (a) through (f)) of any of the provisions of this Agreement if such breach is not cured within thirty (30) days after written notice thereof to Employee by Employer; (vii) habitual absenteeism or inattention . Employer may at its option terminate this Agreement for Cause by giving written notice of termination to the Executive's duties; (ix) chronic use of alcoholEmployee without prejudice to any other remedy to which the Employer may be entitled either at law, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which hasin equity, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within under this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breach.

Termination by Employer for Cause. Employer mayEmployer, acting by and through the Board, may terminate Employee's employment, without further obligation or liability to Employee, at it's option, terminate Executive's employment any time the Board determines that there is cause for "Cause" upon giving written notice such termination. The occurrence of such termination to Executive. As used in any of the following events shall constitute cause for purposes of this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofEmployee's neglect of his duties, negligence, WILLFUL wrongdoing, or plea violation of nolo contendere to, a felony applicable banking laws or a crime involving moral turpitude; regulations; (ii) engagement Employee's engaging in conduct an activity which has the effect of bringing disrepute to the adversely affects Employer's reputation or hold in the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconductcommunity, or breach which evidences Employee's lack of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties fitness or willful failure ability to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all his duties as determined by the Board, in good faith; (iii) Employee's commission of any act that causes termination of coverage under Employer's Banker's Blanket Bond as to Employee, as distinguished from termination of coverage as to Employer's employees generally; (iv) The physical or mental inability of Employee to perform his duties for a period of ninety (90) days or more during any twelve (12) month period; (v) Action taken by the California Department of Banking or other regulatory authority, including the Federal Deposit Insurance Corporation, to close or take over Employer; (vi) Mutual agreement of the parties; (vii) Employee's death; or (viii) The exercise of the power of any duly constituted regulatory authority to remove Employee from office. Any determination of termination of Employee for cause made by the Board of Directorsin good faith shall terminate Employee's employment immediately, which determination without further liability or obligation to Employee under this Agreement. Employee, however, will thereafter be conclusive. Notwithstanding anything entitled to any accrued but unpaid salary, reimbursable expenses, and accrued vacation to the contrarydate of his termination, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled but all other remuneration and benefits will cease as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving date of such notice within which to cure such breachtermination.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any of its Affiliates; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to her under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or any of its Affiliates or a breach by Executive of any of her fiduciary duties to Employer or any of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breachdisassociate herself from Employer or any of its Affiliates, suspends Executive’s employment, or requires Employer to terminate Executive’s employment.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon : (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (iv) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (v) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such termination to Executive. As used in this Agreementbreach and, for such purposes, the term "Cause" “material obligations” shall include but not necessarily be limited each of Executive’s covenants and obligations contained in Section 8 hereof; or (vi) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or a breach by Executive of any of his/her fiduciary duties to Employer; or (ivii) conviction the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or (viii) the suspension or loss of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) engagement failure by Executive to maintain in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property of the Employerfull force and effect, any affiliateprofessional license or certification needed by Executive, customer under applicable law or vendor; (iv) willful violation otherwise, to be entitled to perform any of any law, rule his/her responsibilities or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breach.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any of its Affiliates; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or any of its Affiliates or a breach by Executive of any of his fiduciary duties to Employer or any of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breachdisassociate himself from Employer or any of its Affiliates, suspends Executive’s employment, or requires Employer to terminate Executive’s employment.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any Affiliate of Employer; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breachdisassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer may, at it's option, to terminate Executive's ’s employment for "Cause" upon giving written notice of such termination to Executive. As used in this Agreement, the term "Cause" shall include but not necessarily be limited to : (i) conviction ofany act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or plea any act of nolo contendere tofraud, a felony whether or a crime not involving moral turpitudeEmployer or any of its Affiliates; or (ii) engagement in conduct which has the effect of bringing disrepute to the Employer's reputation or hold the Employer or the a violation by Executive up to public ridicule; (iii) fraud on or misappropriation of any funds laws or property of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty government regulations applicable to Employer which involves personal profit; (vi) gross incompetence in the performance of the Executive's duties under this Agreement; (vii) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests of the Employer; (vii) habitual absenteeism or inattention to the Executive's duties; (ix) chronic use of alcohol, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which has, or may could reasonably be expected to havesubject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, a material adverse effect including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (xiiv) engaging in behavior that would constitute grounds for liability for harassment (as proscribed the commission by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach Executive of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may would constitute illegal harassment (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under laws governing the workplacethis Agreement, which can't be undone)failure continues, setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature judgment of the breach is such that the breach is reasonably open to cureBoard, then the Executive shall have fourteen for more than thirty (1430) days from following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice within of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or any of its Affiliates or a breach by Executive of any of his fiduciary duties to Employer or any of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to cure such breachdisassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment, or requires Employer to terminate Executive’s employment.

Termination by Employer for Cause. Employer may, at it's option, terminate Executive's employment for "Cause" upon giving written notice For purposes of such termination to Executive. As used in this Agreement, the term an event or occurrence constituting "Cause" shall include but not necessarily be limited to mean: EMPLOYMENT AGREEMENT PAGE 5 -------------------- (ia) conviction ofEmployee's willful failure, or plea refusal after notice thereof, to perform specific directives of nolo contendere tothe Board of Directors of Employer, when such directives are consistent with the scope and nature of Employee's duties and responsibilities as set forth in clause 2.1 hereof; or (b) Dishonesty of Employee affecting Employer; or (c) Chemical dependency which interferes with the performance of Employee's duties and responsibilities under this Agreement; or (d) Employee's conviction of a felony or a of any crime involving of moral turpitude, fraud or misrepresentation; or (iie) engagement Any gross or willful conduct of Employee resulting in conduct which has the effect of bringing disrepute substantial loss to the Employer, substantial damage to Employer's reputation reputation, or hold theft or defalcation from Employer; or (f) Gross incompetence on the Employer or the Executive up to public ridicule; (iii) fraud on or misappropriation of any funds or property part of the Employer, any affiliate, customer or vendor; (iv) willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses); (v) personal dishonesty, willful misconduct, or breach of fiduciary duty which involves personal profit; (vi) gross incompetence Employee in the performance of the Executive's duties and responsibilities under this Agreement; or (viig) willful misconduct in connection with the Executive's duties or willful failure to perform the Executive's responsibilities in the best interests Any material breach (not covered by any of subclauses (a) through (f)) of any of the provisions of this Agreement if such breach is not cured within thirty (30) days after written notice thereof to Employee by Employer; (vii) habitual absenteeism or inattention . Employer may at its option terminate this Agreement for Cause by giving written notice of termination to the Executive's duties; (ix) chronic use of alcoholEmployee without prejudice to any other remedy to which the Employer may be entitled either at law, drugs or other similar substances (other than pursuant to medical prescriptions and under doctors' supervision for treatment of legitimate illnesses or conditions) which affects the Executive's work performance; (x) violation of any Employer rule, regulation, procedure or policy which hasin equity, or may reasonably be expected to have, a material adverse effect on the Employer; (xi) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or (xii) material breach of any material provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Executive for the benefit of the Employer (including, without limitation, such provisions within under this Agreement) or of any material Employer policy, all as determined by the Board of Directors, which determination will be conclusive. Notwithstanding anything to the contrary, employment may not be terminated for Cause in the event that the Executive becomes permanently disabled as set forth in this Agreement or dies. Anything herein to the contrary notwithstanding, the Employer shall give the Executive written notice prior to terminating the Executive's employment for Cause under any circumstance in which the conduct constituting Cause is reasonably open to cure (for instance, by way of illustration only, where the Cause does not involve a violation of trust or otherwise adversely affect the relationship between the Executive and the Employer on a going-forward basis or involve commission of an act, such as a felony, or an unauthorized disclosure of confidential material, or an act which may constitute illegal harassment under laws governing the workplace, which can't be undone), setting forth in reasonable detail the nature of any alleged breach and the conduct required to cure such breach. If, and only if, the nature of the breach is such that the breach is reasonably open to cure, then the Executive shall have fourteen (14) days from the giving of such notice within which to cure such breach.