Common use of Termination by the Company for Cause or by the Executive without Good Reason Clause in Contracts

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon The Executive may terminate his or her employment pursuant to the terms of this Agreement at any such termination for Cause, or in the event the Executive terminates his employment with the Company time without Good Reason (as defined in Section 6(c))) by giving the Company at least sixty (60) days’ written notice of resignation. Such termination shall become effective upon the date provided by the Executive; provided, however, that the Company may relieve the Executive of any duties during such notice period without causing Good Reason. Upon any such termination for Cause or such resignation without Good Reason, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his or her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his or her fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his or her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission (the “SEC”) after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may may, upon a unanimous vote by the Board (excluding the Executive), terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his the Executive’s employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall receive the Accrued Payments and shall have no right to compensation, any other compensation or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties the Executive’s Duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, which results in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including involving a material amount of money or property; (iv) the Executive breaches his the Executive’s fiduciary duty to the Company Company, resulting in material profit to himthe Executive personally, directly or indirectly; (v) the Executive materially breaches any agreement term of this Agreement with the Company and fails to cure such breach within 10 30 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 99 of this Agreement; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesthe Executive’s Duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit benefits to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. (a) The Company may terminate the Executive’s employment pursuant to hereunder may be terminated by the terms of this Agreement at any time Company immediately for Cause (as defined below) or by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(cbelow)). If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, then the Executive shall have no right be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, if the Executive was still employed by the Company on the last day of the first quarter of the fiscal year after the fiscal year in which an Annual Bonus, if any, was awarded; provided further that, if the Executive’s employment is terminated by the Company for Cause, then any such unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), or reimbursement if any, to which the Executive may be entitled under Section 4the Company’s Employee Benefit Plans as of the Termination Date; provided, or however, that, if the Executive’s employment is terminated by the Company for Cause, the Executive will not be entitled to participate in any Executive benefit programs under Section 5, except unvested equity and shall forfeit any vested equity compensation not already received by the Executive. (a) (i) through 5.1(a)(iv) are referred to herein collectively as may otherwise be provided for by law, for any period subsequent to the effective date of termination. “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.:

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (viv) the Executive breaches any provision of Section 8 or Section 9; (viivi) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viiivii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ixviii) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (xix) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of 10 business days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving providing the Executive written notice of such termination. Such For the purpose of this Agreement, termination by the Company for Cause shall become effective upon refer to the giving Company’s termination of such notice. Upon the Executive’s employment because it has determined, in its sole and exclusive discretion, that he has: (i) refused or willfully failed to devote his full normal working time, skills, knowledge, and abilities to the business of the Company and in promotion of its interests or he has failed to fulfill directives of either of the Boards; (ii) engaged in activities involving dishonesty, willful misconduct, willful violation of any such termination for Causelaw, rule, regulation or material policy of the Company or breach of fiduciary duty; (iii) committed larceny, embezzlement, conversion or any other act involving the misappropriation of the Company’s funds or property; (iv) been convicted of any crime which reasonably could affect in an adverse manner the reputation of the Company or the Executive’s ability to perform his duties hereunder; (v) been grossly negligent in the event the Executive terminates performance of his employment with the Company without Good Reason duties; or (as defined vi) materially breached this Agreement including, but not limited to, his obligations set forth in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of terminationSections 4 and 5 below. For purposes of this Agreement, no act or omission to act by the Executive shall be “willful” if conducted in good faith or with a reasonable belief that such act or omission was in the best interests of the Company. If the Executive’s employment terminates pursuant to this Section 3.4 by the Company for Cause or by reason of the Executive’s resignation without Good Reason at any time, the Executive shall only receive the Earned Obligations, if any, through his termination date. Nothing herein waives any rights the Company may have for damages or equitable relief in connection with events or circumstances proximately caused by or otherwise arising as a result of conduct constituting “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related due to the business Executive’s breach of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesduty.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in Section 6(c))below, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony related to the business of the Companyor misdemeanor or commits a criminal act; (ii) the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (vi) the Executive breaches any provision of Section 8 7 or Section 98; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission (the “SEC”) after an opportunity for a hearing; (ix) the Executive has been found to have committed any act or have failed to take any action, which results in the Company’s common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, as applicable; (x) the Company has been required to restate any of its financial statements filed with the SEC as a result of misconduct of a nature which if a lawsuit were brought by the SEC would result in the Executive being required to clawback one or more bonus payments; (xi) the Executive refuses to carry out carryout a resolution adopted by the Company’s Board of Directors at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (xxii) the Executive abuses suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in a manner that interferes any form except strictly in accordance with the successful performance recommendation of his dutiesa physician or dentist.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), including in the event the Executive terminates this Agreement for any or no reason, other than Good Reason, by providing the Company with 60 days’ advance written notice to the Company, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit benefits to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c9(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 58, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit benefits to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 11 or Section 912; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is arrested, indicted, or convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Companyor other crime involving dishonesty or moral turpitude; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company or the Company’s reputation; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectlyCompany; (v) the Executive materially breaches any agreement with the Company Company, or the Company’s Code of Conduct, and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board of Directors at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate Upon the termination of the Executive’s employment by the Company for Cause pursuant to the terms of this Agreement at any time for Cause (as defined belowSection 4(a) hereof or by giving the Executive written notice of termination. Such termination without Good Reason pursuant to Section 4(d) hereof, the Company shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event pay to the Executive terminates (i) that portion of his Base Salary earned through his last day of employment with the Company without Good Reason on its next regularly scheduled payroll date, (ii) a severance payment in a single lump sum equal to the Executive’s Base Salary (calculated as defined in a monthly amount) for three (3) months (provided, however, that if the Company terminates the Executive’s employment for Cause pursuant to Section 6(c)4(a)(viii), then the Executive Company shall have no right not be required to compensation, or reimbursement under Section 4, or to participate in make any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent severance payment to the effective date Executive), (iii) all amounts that are fully vested and properly payable on or before his last day of termination. For purposes employment with the Company under all retirement plans sponsored by the Company in accordance with the provisions of this Agreementsuch plans, “Cause” shall mean: and (iiv) all other amounts that are properly payable to the Executive is convicted of, by the Company that have not been paid to him on or pleads guilty or nolo contendere to, a felony related before his last day of employment. The foregoing amounts shall be paid to the business Executive within sixty (60) days following his last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company; . In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (iiwhether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as the case may be, the Executive in accordance with (I) the Executiveincentive compensation plan applicable to such award (an “Incentive Plan”), in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iiiII) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any applicable written agreement with between the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision relating to an incentive compensation award (an “Award Agreement”), or (III) in the absence of Section 8 an Incentive Plan or Section 9; (vii) the Executive becomes subject an Award Agreement relating to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated particular award, as determined by the SEC; Board of Directors (viiior a committee thereof) or the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by Chairman of the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit to himher, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in below, or the Executive elects not to renew this Agreement under Section 6(c))2(a) upon the termination of the initial Term or any extension thereof, then the Executive shall have no right to compensation, or reimbursement of expenses under Section 44(d), or to participate in any Executive benefit programs under Section 55(a), except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony related involving (A) dishonesty or fraud relating to the business of the Company, the Parent or any of their affiliates, or (B) the embezzlement of funds or property of any person or entity, including the Company, the Parent or any of their affiliates; (ii) the Executive, in carrying out his duties hereunder, has acted with been found in a civil action to have committed gross negligence or intentional misconduct resulting, in any either case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission (the “SEC”); (viiiiv) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ixv) the Executive refuses has been found in a civil action to carry out a resolution adopted by have materially breached any provision of Section 7 and/or Section 8 and to have thereby caused material harm to the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (xvi) the Executive abuses alcohol or drugs in a manner that interferes Company has been required to restate any of its financial statements filed with the successful performance SEC as a result of his dutiesthe Executive’s gross negligence or willful misconduct.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except for payments and benefits accrued up to the time of the termination and except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit to himher, directly or indirectly; (v) the Executive materially breaches any written agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted, provided that the resolution did not direct the Executive to act or refrain from acting in a manner which is contrary to this Agreement, is unlawful or would expose the Executive to regulatory, civil or criminal liability; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties. Any termination made by the Company under this Agreement shall be approved by the Board.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in Section 6(c))below, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “"Cause” " shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony which is related to the Executive's employment or the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with been found in a civil action to have committed gross negligence or intentional misconduct resulting, in any either case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including has been found in a material amount of money or property; (iv) the Executive breaches his fiduciary duty civil action to the Company resulting in material profit to him, directly or indirectly; (v) the Executive have materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches breached any provision of Section 8 7, 8, 10, or Section 911 and to have caused material harm to the Company. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statutes have been determined and no further appeals are permissible; (viiiv) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viiiv) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission (the “SEC”) after an opportunity for a hearing; (ixvi) the Executive refuses has been found to carry out a resolution adopted by have committed any act or have failed to take any action, which results in the Company’s Board at common stock being delisted or not listed for trading on the OTC Markets or a meeting national securities exchange, as applicable; (vii) the Company has been required to restate any of its financial statements filed with the SEC as a result of misconduct of a nature which if a lawsuit were brought by the SEC would result in which the Executive was offered a reasonable opportunity being required to argue that the resolution should not be adopted; clawback one or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesmore bonus payments.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may may, upon a unanimous vote by the Board (excluding the Executive), terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his the Executive’s employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall receive the Accrued Payments and shall have no right to compensation, any other compensation or reimbursement under Section 44 (except for common equity and options that have already vested), or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his the Executive’s duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, which results in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including involving a material amount of money or property; (iv) the Executive breaches his the Executive’s fiduciary duty to the Company Company, resulting in material profit to himthe Executive personally, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 30 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 99 of this Agreement; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesthe Executive’s Duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his the Executive’s employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall receive the Accrued Payments and shall have no right to compensation, any other compensation or reimbursement under Section 44 (except for common equity and options that have already vested), or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the CompanyCompany or the Parent ; (ii) the Executive, in carrying out his the Executive’s duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, which results in material harm to the CompanyCompany or the Parent; (iii) the Executive misappropriates Company or Parent funds or otherwise defrauds the Company including or the Parent involving a material amount of money or property; (iv) the Executive breaches his the Executive’s fiduciary duty to the Company or the Parent, resulting in material profit to himthe Executive personally, directly or indirectly; (v) the Executive materially breaches any agreement with the Company or the Parent and fails to cure such breach within 10 30 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 99 of this Agreement; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesthe Executive’s Duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit to himher, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in Section 6(c))below, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony related to the business of the Companyor misdemeanor or commits a criminal act; (ii) the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or intentional misconduct resulting, in any case, in material harm to the CompanyCompany or any of its subsidiaries; (iii) the Executive misappropriates funds of the Company funds or any of its subsidiaries or otherwise defrauds the Company including a material amount or any of money or propertyits subsidiaries; (iv) the Executive materially breaches his fiduciary duty to the Company or any of its subsidiaries resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days or any of receipt of notice, unless the act is incapable of being curedits subsidiaries; (vi) the Executive breaches any provision of Section 8 Sections 7, 8, 10 or Section 911 of this Agreement; (vii) the Executive fails to competently perform his duties under Section 3; (vi) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viiivii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission (the “SEC”) after an opportunity for a hearing; (viii) the Executive has been found to have committed any act or have failed to take any action, which results in the Company’s common stock being delisted or not listed for trading on the OTC Markets or a national securities exchange, as applicable; (ix) the Company has been required to restate any of its financial statements filed with the SEC as a result of misconduct of a nature which if a lawsuit were brought by the SEC would result in the Executive being required to clawback one or more bonus payments; (x) the Executive refuses to carry out carryout a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (xxi) the Executive abuses suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in a manner that interferes any form except strictly in accordance with the successful performance recommendation of his dutiesa physician or dentist.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except for payments and benefits accrued up to the time of the termination and except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any written agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission, unless caused by the acts or omissions of the Company; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing, unless caused by the acts or omissions of the Company; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted, provided that the resolution did not direct the Executive to act or refrain from acting in a manner which is contrary to this Agreement, is unlawful or would expose the Executive to regulatory, civil or criminal liability; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate Upon the termination of the Executive’s employment by the Company for Cause pursuant to the terms of this Agreement at any time for Cause (as defined belowSection 4(a) hereof or by giving the Executive written notice of termination. Such termination without Good Reason pursuant to Section 4(d) hereof, the Company shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event pay to the Executive terminates his (i) that portion of her Base Salary earned through her last day of employment with the Company without Good Reason on its next regularly scheduled payroll date, (ii) a severance payment in a single lump sum equal to the Executive’s Base Salary (calculated as defined in a monthly amount) for three (3) months (provided, however, that if the Company terminates the Executive’s employment for Cause pursuant to Section 6(c)4(a)(viii), then the Executive Company shall have no right not be required to compensation, or reimbursement under Section 4, or to participate in make any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent severance payment to the effective date Executive), (iii) all amounts that are fully vested and properly payable on or before her last day of termination. For purposes employment with the Company under all retirement plans sponsored by the Company in accordance with the provisions of this Agreementsuch plans, “Cause” shall mean: and (iiv) all other amounts that are properly payable to the Executive is convicted of, by the Company that have not been paid to her on or pleads guilty or nolo contendere to, a felony related before her last day of employment. The foregoing amounts shall be paid to the business Executive within sixty (60) days following her last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company; . In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (iiwhether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as the case may be, the Executive in accordance with (I) the Executiveincentive compensation plan applicable to such award (an “Incentive Plan”), in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iiiII) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any applicable written agreement with between the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision relating to an incentive compensation award (an “Award Agreement”), or (III) in the absence of Section 8 an Incentive Plan or Section 9; (vii) the Executive becomes subject an Award Agreement relating to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated particular award, as determined by the SEC; Board of Directors (viiior a committee thereof) or the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by Chairman of the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in Section 6(c))below, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony related to the business of the Companyor misdemeanor or commits a criminal act; (ii) the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being curedCompany; (vi) the Executive breaches any provision of Section 8 7 or Section 98; (vii) the Executive fails to competently perform his duties under Section 2; (vi) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viiivii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission (the “SEC”) after an opportunity for a hearing; (viii) the Executive has been found to have committed any act or have failed to take any action, which results in the Company’s common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, as applicable; (ix) the Company has been required to restate any of its financial statements filed with the SEC as a result of misconduct of a nature which if a lawsuit were brought by the SEC would result in the Executive being required to clawback one or more bonus payments; (x) the Executive refuses to carry out carryout a resolution adopted by the Company’s Board of Directors at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (xxi) the Executive abuses suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in a manner that interferes any form except strictly in accordance with the successful performance recommendation of his dutiesa physician or dentist.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit benefits to himher, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason (Reason,” as defined in Section 6(c))below, then the Executive shall have no right to compensation, or reimbursement of expenses under Section 4, or to participate in any Executive benefit programs under Section 55(a), except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, of a felony related involving (A) dishonesty or fraud relating to the business of the CompanyCompany or any of its affiliates, or (B) the embezzlement of funds or property of any person or entity, including the Company or any of its affiliates; (ii) the Executive, in carrying out his duties hereunder, has acted with been found in a civil action to have committed gross negligence or intentional misconduct resulting, in any either case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission (the “SEC”); (viiiiv) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ixv) the Executive refuses has been found in a civil action to carry out a resolution adopted by have materially breached any provision of Section 7 and to have thereby caused material harm to the Company; (vi) the Company has been required to restate any of its financial statements filed with the SEC as a result of the Executive’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adoptedgross negligence or willful misconduct; or (xvii) the Executive abuses alcohol or drugs in has materially failed to perform his duties hereunder. The Executive shall have 10 business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided, however, that if the Company reasonably expects irreparable injury from a manner that interferes with delay of 10 business days, the successful performance Company may give notice of his dutiessuch shorter period within which to cure as is reasonable under the circumstances.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Companyfelony; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates a material amount of Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board of Directors at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. (a) The Executive's employment hereunder may be terminated by the Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time immediately for Cause (as defined below) or by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(cbelow)). If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason, then the Executive shall have no right be entitled to compensationreceive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company's customary payroll procedures; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, or if the Executive was still employed by the Company on the last day of the first quarter of the fiscal year after the fiscal year in which an Annual Bonus, if any, was awarded; provided further that, if the Executive's employment is terminated by the Company for Cause, then any such unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and (iv) such employee benefits, if any, to which the Executive may be entitled under Section 4, or the Company's Employee Benefit Plans as of the Termination Date. Items 5.1(a)(i) through 5.1(a)(iv) are referred to participate in any Executive benefit programs under Section 5, except herein collectively as may otherwise be provided for by law, for any period subsequent to the effective date of termination. "Accrued Amounts". (c) For purposes of this Agreement, “"Cause” " shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.:

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except for payments and benefits accrued up to the time of the termination and except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or propertyCompany; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any written agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted, provided that the resolution did not direct the Executive to act or refrain from acting in a manner which is contrary to this Agreement, is unlawful or would expose the Executive to regulatory, civil or criminal liability; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties. Any termination made by the Company under this Section of the Agreement shall be approved by the Board.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Companyfelony; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may may, upon a majority vote by the Board, terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his the Executive’s employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall receive the Accrued Payments and shall have no right to compensation, any other compensation or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties the Executive’s Duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, which results in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including involving a material amount of money or property; (iv) the Executive breaches his the Executive’s fiduciary duty to the Company Company, resulting in material profit to himthe Executive personally, directly or indirectly; (v) the Executive materially breaches any agreement term of this Agreement with the Company and fails to cure such breach within 10 30 days of receipt ofreceipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 99 of this Agreement; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutiesthe Executive’s Duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his her employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his her fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSecurities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his her duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SECSEC or any stock exchange; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

Termination by the Company for Cause or by the Executive without Good Reason. The Company may terminate the Executive’s 's employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “"Cause” " shall mean: (i) A continued failure by the Executive to perform substantially all of Executive's duties and responsibilities (other than a failure resulting from disability) that is convicted of, or pleads guilty or nolo contendere to, a felony related materially injurious to the business Company and that remains uncorrected for 10 days after receipt of appropriate written notice from the CompanyBoard; (ii) the Executiveengagement in willful, in carrying out his duties hereunder, has acted with gross negligence reckless or intentional grossly negligent misconduct resulting, in any case, in material harm that is materially injurious to the CompanyCompany or any of its affiliates, monetarily or otherwise; (iii) except as provided by Section 6(b)(iv) the indictment of Executive misappropriates Company funds with a crime involving moral turpitude or otherwise defrauds the Company including a material amount of money or propertyfelony; (iv) the indictment of Executive breaches his fiduciary duty for an act of criminal fraud, misappropriation or personal dishonesty; or (v) a material breach by Executive of any provision of this Agreement that is materially injurious to the Company resulting in material profit and that remains uncorrected for 10 days following written notice of such breach by the Company to himExecutive identifying the provision of this Agreement that Company determined has been breached. For purposes of Section 6(b)(iii) and (iv), directly if the criminal charge is subsequently dismissed with prejudice or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) acquitted at trial or on appeal then the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject will be deemed to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his dutieshave been terminated without Cause.