Common use of Termination by the Company for Cause Clause in Contracts

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment hereunder may be terminated for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days Cause upon written notice of by the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “"Cause” " shall be limited to mean (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2i) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform the duties required of him hereunder his obligations under this Agreement (other than any such failure resulting from incapacity due to physical or mental illnesshis Disability) after a written demand for substantial performance is has been delivered to the Executive him by the Chief Executive Officer Board which specifically identifies the manner in which it is believed the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the Company, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) is in material breach of a fiduciary duty to this Agreement, specifying the Company through misappropriation particulars of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)such breach. For purposes of this paragraphAgreement, no act, or failure to act, on Executive’s the part of the Executive shall be considered “deemed "willful” unless done " or engaged in "willfully" if it was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his legal representative to contest the validity or propriety of any such determination.

Termination by the Company for Cause. The Notwithstanding anything to the contrary herein contained, the Company may terminate Executive’s immediately the employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written of Executive without notice and without pay in lieu of the Company’s intent to terminate Executive’s employment for “Cause.”notice: (i) For purposes if Executive commits an act of theft, fraud or material dishonesty or misconduct involving the property or affairs of the Company or the carrying out of Executive’s duties; or (ii) if Executive commits a material breach or material non-observance of any of the terms or conditions of this Agreement, Agreement provided that Executive is given written notice of any such breach or non-observance and fails to remedy the term “Cause” shall be limited same within 15 days of receipt of such notice; or (iii) if Executive is convicted of a felony; or (iv) if Executive refuses or fails to implement any reasonable directive issued by the Company’s Board of Directors and Executive fails to remedy the refusal or failure within 15 days of receipt of written notice thereof; or (1v) willful misconduct by if Executive or any member of his family makes any personal profit arising out of or in connection with regard a transaction to which the Company which has or any of its subsidiaries is a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical party or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in with which it is believed that the Executive has substantially associated without making disclosure to and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests obtaining prior written consent of the Company. Upon the termination of Executive’s employment pursuant to this Subsection (a), this Agreement and the employment of Executive hereunder shall be wholly terminated. Upon any such termination, Executive shall have no claim against the Company in respect of his employment for damages or otherwise except in respect of payment of base salary earned, due and owing and unused vacation time to the date of termination.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder under this Agreement may be terminated for “Cause” at any time. If cause without further liability on the part of the Company elects to terminate Executive’s employment for Cause, or any affiliate thereof effective immediately upon a vote of the Board of Directors of the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct or determination by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided as appropriate) and written notice to Executive. Only the following shall constitute “cause” for such termination: (i) any act, whether or not involving the Company or any of its affiliates or their respective businesses, of fraud, gross misconduct or harassment that materially and adversely affects the foregoing refusal shall not be Company; (ii) any act of dishonesty, deceit or illegality, in any such case, materially and adversely affecting the Company; (iii) the conviction of Executive of, or indictment of Executive for (A) a felony, or (B) any misdemeanor involving moral turpitude (“Cause” if indictment”, for these purposes, meaning an indictment, or determination of probable cause in a probable cause hearing or any other similar procedure pursuant to which an initial determination of probable cause with respect to such offense is made), if, in the case of an indictment, such indictment has material adverse affect on the Company; (iv) the commission, in the reasonable judgment of the Board of Directors of the Company, of an act involving a violation of procedures or policies of the Company which are material to the Company; (v) a material and sustained failure of Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any and responsibilities assigned or delegated under this Agreement, which such failure resulting from incapacity due to physical or mental illnesscontinues for thirty (30) days after a written demand for substantial performance is delivered notice has been given to the Executive by the Board of Directors (or the Chief Executive Officer which specifically identifies Officer, as appropriate); (vi) gross negligence or willful misconduct by Executive that materially and adversely affects the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunderCompany; or (4vii) a material breach by Executive of a fiduciary duty to the Company through misappropriation any of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyobligations under Section 7 below.

Termination by the Company for Cause. The Employee's employment under this Agreement may be terminated by the Company may terminate Executive’s employment hereunder for “Cause” at any timetime for cause. If Only the Company elects to terminate Executive’s employment following actions, failures, or events by or affecting Employee shall constitute "cause" for Cause, the Company shall provide ten (10) days written notice termination of Employee by the Company’s intent to terminate Executive’s employment for “Cause.” : (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, substantially perform his duties provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) herein after a written demand for substantial performance is delivered to the Executive Employee by the Chief Executive Officer chairman of the board of the Company, which specifically demand identifies with reasonable specificity the manner in which it is believed that the Executive Employee has not substantially performed his duties, and continually refused Employee's failure to attempt to perform his duties hereundercomply with such demand within a reasonable time; (4ii) material breach of a fiduciary duty the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company through misappropriation of Company funds or propertyCompany; or (5iii) the Executive being convicted commission of any act in direct competition with or a plea or nolo contendere materially detrimental to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; or (iv) Employee's conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the board of directors of the Company finding that, in the good faith opinion of the board of directors, the Company has cause for the termination of the employment of Employee as set forth in any of clauses (i) through (iv) above and specifying the particulars thereof in reasonable detail. The findings of the board of directors shall not be binding on the arbitrators or other finders of fact in connection with any litigation or dispute arising out of this Agreement.

Termination by the Company for Cause. The Company may terminate ExecutiveEmployee’s employment hereunder under this Agreement may be terminated by the Company at any time for Cause. Only the following actions, failures, or events by or affecting Employee shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice termination of Employee by the Company’s intent to terminate Executive’s employment for “Cause.” : (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, substantially perform his duties provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) herein after a written demand for substantial performance is delivered to the Executive Employee by the Chief Executive Officer or Board of Directors of the Company, which specifically demand identifies with reasonable specificity the manner in which it is believed that the Executive Employee has not substantially performed his duties, and continually refused Employee’s failure to attempt to perform his duties hereundercomply with such demand within a reasonable time; (4ii) material breach of a fiduciary duty the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company through misappropriation of Company funds or propertyCompany; or (5iii) the Executive being convicted commission of any act in direct competition with or a plea or nolo contendere materially detrimental to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; or (iv) Employee’s conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company finding that, in the good faith opinion of the Board of Directors, the Company has Cause for the termination of the employment of Employee as set forth in any of clauses (i) through (iv) above and specifying the particulars thereof in reasonable detail. The findings of the Board of Directors shall not be binding in connection with any litigation or dispute arising out of this Agreement.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days upon written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) Executive referring to this Section 5(d). For purposes of this Agreement, the term “Cause” shall be limited to mean (1i) gross neglect by the Executive of the Executive’s duties hereunder; (ii) conviction (including conviction on a nolo contendere plea) of the Executive of any felony; (iii) conviction (including conviction on a nolo contendere plea) of the Executive of any non-felony crime or offense involving the property of the Company or any of its subsidiaries or affiliates or evidencing moral turpitude; (iv) willful misconduct by the Executive in connection with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction performance of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his Executive’s duties hereunder; (4v) intentional breach by the Executive of any material provision of this Agreement; (vi) material breach violation of a fiduciary duty to material provision of the Company through misappropriation Company’s Code of Company funds or propertyConduct; or (5vii) any other willful or grossly negligent conduct on the part of the Executive being convicted of or a plea or nolo contendere to which would make the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted continued employment by the Company materially prejudicial to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; provided, however, that a termination by the Company under Sections 5(d)(i), 5(d)(v), 5(d)(vi) or 5(d)(vii), if curable, shall be effective only if, within 21 days following delivery of a written notice by the Company to Executive that the Company is terminating Executive’s employment for Cause and setting forth in reasonable detail the facts and circumstances allegedly constituting Cause, Executive has failed to cure the circumstances giving rise to Cause. In the event that Executive’s employment is terminated by the Company for Cause, the Executive shall be entitled to receive only the Standard Termination Payments (as defined in Section 5(a)).

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder and this Agreement for “Cause” at any time. If Cause (as defined below), but only after: (i) giving Executive written notice of the failure or conduct which the Company elects believes to terminate Executive’s employment constitute Cause; and (ii) with respect to elements (c) through (e) below, providing Executive a reasonable opportunity, and in no event more than twenty (20) days, to cure such failure or conduct, unless the Board determines in its good faith judgment that such failure or conduct is not reasonably capable of being cured. In the event Executive does not cure the alleged failure or conduct within the time frame provided for Causesuch cure by the Company, the Company shall provide ten (10) days send the Executive written notice specifying the effective date of termination. The failure by the Company to set forth in the notice referenced in this Section 7.1 any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company’s intent Company to terminate Executive’s employment for “Cause.” (i) assert, or preclude the Company from asserting, such fact or circumstance in enforcing its rights hereunder. For purposes of this Agreement, the term “Cause” shall be limited to means: (1a) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge conviction of a felony or a crime involving fraud or moral turpitude; or (other than a felony involving a traffic violation b) theft, material act of dishonesty or as a result fraud, intentional falsification of vicarious liability). For purposes of this paragraph, no actany employment or Corporation records, or commission of any criminal act which impairs participant’s ability to perform appropriate employment duties for the Corporation; or (c) intentional or reckless conduct or gross negligence materially harmful to the Corporation or the successor to the Corporation after a Change in Control, including violation of a non-competition or confidentiality agreement; or (d) willful failure to act, on follow lawful instructions of the person or body to which participant reports; or (e) gross negligence or willful misconduct in the performance of participant’s assigned duties. Cause shall not include unsatisfactory performance in the achievement of Executive’s part job objectives, unless Executive fails to cure such unsatisfactory performance as provided above. If the Company terminates Executive’s employment for Cause, then Executive shall be considered “willful” unless done entitled to receive the payments and benefits set forth in Section 8.1 below. The Company may suspend Executive with pay pending an investigation authorized by the Company or omitted to be donea governmental authority or a determination whether Executive has engaged in acts or omissions constituting Cause, by him and such paid suspension shall not in good faith and without reasonable belief that his action constitute Good Reason or omission was in the best interests a termination of the CompanyExecutive’s employment.

Termination by the Company for Cause. The Company Executive's employment may terminate Executive’s employment hereunder for “Cause” at any time. If be terminated by the Company elects to terminate for Cause (as defined below). In the event of a termination of Executive’s 's employment by the Company for Cause, the Company no termination benefits shall provide ten (10) days written notice be payable to or in respect of the Company’s intent to terminate Executive’s employment for “Cause.” (i) Executive except as provided in Section 7(f)(ii). For purposes of this Agreement, a termination by the term “Cause” Company for Cause shall mean termination by action of the President or Chief Executive Officer because of (i) Executive's material breach of this Agreement that continues for ten business days after Executive is notified of such breach in writing; (ii) Executive's unjustified willful failure to carry out any reasonable lawful written instructions of the Company relating to the Executive's performance of his duties (using the same criteria as would be limited applied to other executives of like level of the Company) that continues for ten business days after Executive is notified of such failure in writing, (1iii) willful misconduct by diverting or usurping a corporate opportunity of the Company unless Executive with regard makes such opportunity available to the Company which has a and relinquishes all Executive's right, title and interest therein within ten days after the Company notifies Executive in writing requesting that Executive take such action, (iv) gross negligence or recklessness by Executive in the performance of his material adverse effect on duties hereunder (using the same criteria as would be applied to other executives of like level of the Company; ) that continues for ten business days after Executive is notified in writing of his actions constituting such gross negligence or recklessness, and (2v) the willful refusal of fraud, dishonesty or other acts or omissions by Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive resulting in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary or other material duty to the Company through misappropriation that continues for ten business days after Executive is notified of Company funds or property; such breach in writing, or (5vi) plea of guilty by or the conviction of Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liabilityvehicular manslaughter). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder and this Agreement for “Cause” at any time. If Cause (as defined below), but only after: (i) giving Executive written notice of the failure or conduct which the Company elects believes to terminate Executive’s employment constitute Cause; and (ii) with respect to elements (a) through (e) below, providing Executive a reasonable opportunity, and in no event more than twenty (20) days, to cure such failure or conduct, unless the Board determines in its good faith judgment that such failure or conduct is not reasonably capable of being cured. In the event Executive does not cure the alleged failure or conduct within the time frame provided for Causesuch cure by the Company, the Company shall provide ten (10) days send him written notice specifying the effective date of termination. The failure by the Company to set forth in the notice referenced in this Section 5.1 any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company’s intent Company to terminate Executive’s employment for “Cause.” (i) assert, or preclude the Company from asserting, such fact or circumstance in enforcing its rights hereunder. For purposes of this Agreement, the term “Cause” shall be limited to means: (1a) Executive’s breach of duty (other than inadvertent acts or omissions) involving fraud, dishonesty, disloyalty, or a conflict of interest; or (b) The willful misconduct failure by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the his duties in any material respect as required of him hereunder (other than any such failure resulting from Executive’s incapacity due to physical or mental illnessillness or disability) after a written demand for substantial performance is delivered or the commission by Executive of an act of willful misconduct in any material respect with respect to the Company; or (c) The engaging by Executive by the Chief Executive Officer in conduct which specifically identifies the manner in which it is believed that the Executive has substantially demonstrably and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty materially injurious to the Company through misappropriation of Company funds or propertyCompany; or or (5d) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no actThe willful engaging, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be doneengage, by him not Executive in good faith and without reasonable belief that his action conduct which is in material violation of any term of this Agreement or omission was in the best interests terms of any of the Company’s written policies and procedures; or (e) Executive’s failure to cooperate with any investigation or inquiry authorized by the Company or conducted by a governmental authority related to the Company’s or Executive’s conduct; or (f) Executive’s conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to, any felony, any crime involving deceit, fraud, perjury, or embezzlement, or any violation of federal or state securities laws. If the Company terminates Executive’s employment for Cause, then Executive shall be entitled to receive the payments and benefits set forth in Section 6.1 below. The Company may suspend Executive with pay pending an investigation authorized by the Company or a governmental authority or a determination whether Executive has engaged in acts or omissions constituting Cause, and such paid suspension shall not constitute Good Reason or a termination of Executive’s employment.

Termination by the Company for Cause. The Upon written notice to the Executive, the Company may terminate the Executive’s employment hereunder for “Cause” at if any time. If of the following events shall occur: (a) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (b) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company, which failure or refusal continues for more than thirty (30) days after notice given to the Executive, such notice to set forth in reasonable detail the nature of such failure or refusal; (c) the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or misappropriation or which could reflect negatively upon the Company elects to terminate or otherwise impair or impede its operations; (d) the Executive’s employment engaging in any misconduct, gross negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence or any activity that could result in any material violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates; (e) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company; (f) the Executive’s refusal to follow the directions of the CEO or the Board, unless such directions are, in the written opinion of legal counsel, illegal or in violation of applicable regulations; or (g) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates. In the event Executive is terminated for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Section 3, or, except as otherwise required by law, to provide ten (10) days written notice of the Company’s intent to terminate benefits described in Section 3, for periods after the Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect is terminated on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction account of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted discharge for Cause except for amounts payable pursuant to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CompanySection 4.1.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment this Agreement for Cause. A termination of employment shall be for "Cause" if the Executive (i) has been convicted of a felony, or (ii) has engaged in an act or acts of personal dishonesty intended to result in substantial personal enrichment of the Company shall provide ten (10) days written notice Executive at the expense of the Company’s intent , or (iii) has intentionally engaged in other conduct that is demonstrably and materially injurious to terminate the Company, monetarily or otherwise; PROVIDED, HOWEVER, that no termination of the Executive’s 's employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to for Cause as set forth in clause (1ii) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; or (2iii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal above until (A) there shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is have been delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed a copy of a written notice setting forth that the Executive has substantially been charged with the conduct set forth in clause (ii) or (iii) and continually refused to attempt to perform his duties hereunderspecifying the particulars thereof in detail; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5B) the Executive being convicted shall have been provided an opportunity to be heard by the Board (with the assistance of or the Executive's counsel if the Executive so desires); and (C) the Board (without including the Executive if he is a plea or nolo contendere member of the Board) unanimously determines to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)terminate Executive's employment. For purposes of this paragraph, no act, or No act nor failure to act, act on the Executive’s 's part shall be considered “willful” "intentional" unless done he has acted or omitted failed to be done, by him not in act with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interests interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive will constitute Cause for purposes of this Agreement.

Termination by the Company for Cause. The At any time during the term of Employee's employment, the Company may terminate Executive’s Employee's employment hereunder for “Cause” at under this Agreement upon the occurrence of any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the following events (provided such termination is consistent with the Company’s intent to terminate Executive’s 's general employment for “Cause.”policies): (i) For purposes in the event that Employee shall willfully fail or refuse to comply in a material respect with the reasonable, material policies or regulations of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on from time-to-time established (and applicable to all similarly situated employees of the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officerwhich Employee has been previously advised in writing, provided that the foregoing Company has provided a written notice to Employee which specifically sets forth the factual basis for such material violation and the Company has allowed Employee thirty (30) days following delivery of such notice to cure any violation, if curable; (ii) in the event that Employee, following written request from the Company, shall willfully fail or refuse, in a material respect, to perform competently the duties assigned to Employee by the Company in accordance with Section 5 above, provided that the Company has provided a written notice to Employee which specifically sets forth the factual basis of such failure or refusal shall not be “Cause” and the Company has allowed Employee thirty (30) days time following delivery of such notice to cure any such failure or refusal, if Executive curable; (iii) in good faith believes the event that such direction is illegalEmployee conducts himself in a willfully dishonest, unethical or immoral and promptly so notifies fraudulent manner, which is materially detrimental to the Boardreputation, character or standing of the Company or Parent; (iv) in the event that Employee takes deliberate actions with an intent to injure the Company or Parent; or (3v) substantial and continuing willful refusal by in the Executive event that Employee is convicted of a felony or crime of moral turpitude or enters a plea of nolo contendre in response to attempt a charge of such a crime. Neither the Company nor Parent will have any further obligation to perform the duties required of him hereunder Employee upon such termination (other than to pay Employee any such failure resulting from incapacity due amounts already earned prior to physical or mental illness) after a written demand for substantial performance is delivered termination), and Employee will continue to the Executive be bound by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially provisions of Section 7 and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or 9, as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests well as applicable terms of the CompanyNoncompetition Agreement between the Employee and Parent dated June 27, 2001 (the "Noncompetition Agreement"), and the Yahoo! Employee Proprietary Information and Invention Assignment Agreement referred to herein.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days by written notice of the Company’s intent to terminate Executive’s employment for “CauseExecutive delivered in accordance with Sections 5(g) and 15 hereof.” (i) For purposes of this Agreement, the term “Cause” shall be limited to mean any of the following: (1A) willful misconduct conviction of a crime (including conviction on a nolo contendre plea) involving the commission by Executive of a felony or of a misdemeanor involving, in the good faith judgment of the Board of Directors, fraud, dishonesty or moral turpitude; (B) Executive’s deliberate and continual refusal to perform the duties and responsibilities assigned to Executive under this Agreement (other than as a result of vacation permitted under this Agreement, sickness, illness or injury); (C) fraud or embezzlement by Executive, determined in accordance with regard the Company’s normal, internal investigative procedures consistently applied; (D) gross misconduct or gross negligence by Executive in connection with the business of the Company or an Affiliate (as defined herein) unless Executive reasonably believed, in good faith, that his acts or omissions were in or not opposed to the best interests of the Company which has a material adverse effect on the Company; (2) the willful refusal without intent of Executive to attempt gain therefrom, directly or indirectly, a profit to follow the proper written direction which he was not legally entitled); or (E) any material breach by Executive of any of the Chief Executive Officerprovisions of Section 8 of this Agreement or of any provisions of the Confidentiality and Proprietary Information Agreement (as defined herein); provided, provided however, that the foregoing refusal occurrence of an act or omission covered by clauses (B), (D) or (E) of this paragraph 5(c)(i) shall not be constitute “Cause” if Executive in good faith believes that remedies such direction is illegal, unethical act or immoral and promptly so notifies the Board; omission within ten (310) substantial and continuing willful refusal business days after delivery by the Company of written notice to Executive to attempt to perform in accordance with Section 15 hereof specifying in reasonable detail the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive facts and circumstances believed by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused Company to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered constitute such “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CompanyCause.”

Termination by the Company for Cause. The Company may Company, by notice to the Executive, shall have the right to terminate the Employment Period and the Executive’s employment hereunder for in the event of any of the following (any of which shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice purposes of the Company’s intent to terminate Executive’s employment for “Cause.”this Agreement): (i) For purposes the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony; (ii) the Executive having committed in the performance of his duties under this AgreementAgreement one or more acts or omissions constituting fraud, the term “Cause” shall be limited to (1) dishonesty, or willful misconduct by Executive with regard injury to the Company which has results in a material adverse effect on the business, financial condition or results of operations of the Company; ; (2iii) the Executive having committed one or more acts constituting gross neglect or willful refusal misconduct which results in a material adverse effect on the business, financial condition or results of Executive to attempt to follow the proper written direction operations of the Chief Company; (iv) the Executive Officer, provided that having exposed the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral Company to criminal liability substantially and promptly so notifies the Board; (3) substantial and continuing willful refusal knowingly caused by the Executive to attempt to perform which results in a material adverse effect on the duties required business, financial condition or results of him hereunder operations of the Company; or (other than any such failure resulting from incapacity due to physical or mental illnessv) after a written demand for substantial performance is delivered to the Executive by having failed, after written warning from the Chief Executive Officer which specifically identifies Board specifying in reasonable detail the manner in which it is believed that the Executive has breach(es) complained of, to substantially and continually refused to attempt to perform his duties hereunder; under this Agreement (4) material breach of a fiduciary duty excluding, however, any failure to the Company through misappropriation of Company funds meet any performance targets or property; to raise capital or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or any failure as a result of vicarious liabilityan approved absence or any mental or physical impairment that could reasonably be expected to result in a Disability). For purposes of this paragraphthe foregoing, no act, act or failure to act, act on Executive’s the part of the Executive shall be considered “willful” or “knowingly” unless done it is done, or omitted to be done, by him not in good faith and the Executive without reasonable belief that his the Executive’s action or omission was in the best interests of the Company. Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of the Company. Notwithstanding the foregoing, termination by the Company for Cause under clauses (ii) through (v) shall not be effective until and unless each of the following provisions shall have been complied with: (a) notice of intention to terminate for Cause (a “Preliminary Cause Notice”), the giving of which shall have been authorized by a vote of a majority of the members of the Board then in office, which shall include a written statement of the particular acts or circumstances which are the basis for the termination for Cause and shall set forth a reasonable period (not less than thirty days) to cure (the “Cure Period”), shall have been given to the Executive by the Board within ninety days after the Company first learns of the act, failure or event constituting Cause; (b) the Executive shall not have cured the acts or circumstances complained of within the Cure Period; (c) the Board shall have called an in person meeting of the Board, at which termination of the Executive is an agenda item, and shall have provided the Executive with not less than twenty days’ notice thereof (which meeting shall be held after the end of the Cure Period); (d) the Executive shall have been afforded the opportunity, accompanied by counsel, to provide written materials to the members of the Board in advance of such meeting and, if he so desires, to personally address the members of the Board at such meeting; and (e) the Board shall have provided within three business days after such meeting, a written notice of termination for cause, stating that, based upon the evidence it has received and reviewed, and specifying in reasonable detail the acts and circumstances complained of, it has voted by a vote of at least a majority of all of the members of the Board then in office to terminate the Executive for Cause (such a notice, a “Cause Termination Notice”), which such notice shall be effective on the day of receipt thereof by the Executive. Any termination of employment under this Section 6(d) shall not be followed by a Severance Period and shall be without damages or liability to the Company for compensation and other benefits which otherwise would have accrued to the Executive hereunder after the date of termination, but any unpaid compensation, benefits and reimbursements accrued through the date of such termination, including Base Salary and any unpaid bonus amount, shall be paid to the Executive at the times normally paid by the Company and the Executive shall be entitled to any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.

Termination by the Company for Cause. The Company may terminate by written notice to the Executive’s employment hereunder for “Cause” at any time. If , shall have the Company elects right to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice Employment Period in the event of any of the Company’s intent to terminate Executive’s employment for “following (which shall constitute "Cause.”"): (i) For purposes The Executive's breach in respect of his or her duties under this Agreement, such breach continuing unremedied for thirty days after written notice thereof from the term “Cause” Company to the Executive specifying the acts constituting the breach and requesting that they be remedied; or (ii) Any misconduct, dishonesty, insubordination or other act by the Executive materially detrimental to the goodwill of the Company, or materially damaging to the Company's, its subsidiaries' and/or affiliates' relationships with their customers or employees, including without limitation, the Executive having been convicted of a felony during the Employment Period, provided such conviction has resulted or is likely to result in substantial detriment to the Company, its subsidiaries and/or affiliates. Any termination under this Section 6(d) shall be limited to (1) willful misconduct by Executive with regard without damages or liability to the Company for compensation and other benefits which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered would have accrued to the Executive hereunder after termination, but all compensation, benefits and reimbursements accrued through the date of termination shall be paid to the Executive at the times normally paid by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of In this paragraphevent, no act, or failure to act, on Executive’s part there shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyno Severance Period.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” may, at any timetime and without notice, terminate the Employee for "Cause". If the Company elects to terminate Executive’s employment Termination for "Cause, the Company " shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall include but not be limited to termination based upon any of the following: (1a) repeated failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of or entrance of a plea of no contest for a felony involving moral turpitude; (d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct by Executive with regard to that may subject the Company which has a material adverse effect on to criminal or civil liability; (f) breach of the Employee's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (2g) willful disregard of Company policies and procedures; (h) breach of any of the willful material terms of the Employment Agreement; and (i) insubordination or deliberate refusal of Executive to attempt to follow the proper written direction lawful instructions of the Chief Executive OfficerBoard of Directors of PPIH. Termination for Cause will result in immediate termination, provided that no Severance, no STI for the foregoing refusal year of termination, and forfeiture of all unvested Restricted Stock, RSUs and any other equity awards. Cause shall not be “Cause” if Executive in good faith believes that such direction is illegalexist under subsections (a), unethical (f), or immoral and promptly so notifies (h) unless the Board; Employee fails to cure the alleged misconduct, breach or violation after being given thirty (330) substantial and continuing willful refusal days' written notice by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyalleged misconduct, breach or violation that is asserted as the basis for Cause.

Termination by the Company for Cause. (1) The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Term and Executive’s employment for Cause, the Company and such termination for Cause shall provide ten (10) days written be effective immediately upon provision of notice of the Company’s intent to terminate Executive that Executive’s employment has been terminated for “Cause.” (i) . For purposes of this Agreement, the term “Cause” shall be limited means: (a) Executive’s material breach of any material provision of this Agreement or any other agreement to (1) willful misconduct by which Executive with regard and the Company and/or its Affiliates are parties, to the extent that such breach results in material injury to the Company which has a material adverse effect on and/or its Affiliates, (b) Executive’s willful failure to perform Executive’s duties under this Agreement, to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes extent that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner violation results in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty injury to the Company through misappropriation and/or its Affiliates, (c) Executive’s willful failure to follow a lawful directive of Company funds the Board, provided the direction is not inconsistent with the duties or property; or (5) the responsibilities of Executive being convicted of or a plea or nolo contendere and to the charge extent that such actions or omissions result in material injury to the Company and/or its Affiliates, (d) Executive’s material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time, (e) Executive’s willful misconduct with respect to the business or affairs of a felony the Company, to the extent that such conduct result in material injury to the Company and/or its Affiliates, (other than a felony f) Executive’s dishonesty, fraud, or breach of fiduciary duty with respect to the business or affairs of the Company, (g) Executive’s conviction of, plea of no contest to, any felony, or commission of any misdemeanor involving a traffic violation theft, fraud, dishonesty, or as a result act of vicarious liability)moral turpitude, provided, however, that no termination shall occur pursuant to clauses (a) through (e) herein unless the Company first gives Executive written notice of its intention to terminate and of the Cause for such termination, and Executive has not, within thirty (30) business days following receipt of such notice, remedied or cured such Cause. For purposes of this paragraphAgreement, no act, act or failure to act, on Executive’s part act by Executive shall be considered “willful” unless done it is done, or omitted to be done, by him not in good bad faith and or without a reasonable belief that his Executive’s action or omission was in the best interests of the Company or any of its Affiliates. Any act or failure to act based upon authority given pursuant to a resolution of the Board of Directors of the Company or any of its Affiliates or upon the instructions of the Board of Directors of the Company or any of its Affiliates or based upon the advice of counsel for the Company or any of its Affiliates shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company or any of its Affiliates. In no circumstances may evidence acquired after the notice of Cause is given to Executive be relied upon or used to support the termination of Executive’s employment for Cause. In addition, for the avoidance of doubt, poor performance by Executive, the Company or any of its Affiliates alone shall not be deemed to constitute Cause. (2) In the event Executive’s employment is terminated by the Company for Cause, no compensation or benefits shall be payable to Executive after the Termination Date, except for the Accrued Amounts or as otherwise required under the terms of the Company’s employee benefit plans and programs or applicable law.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder under this Agreement may be terminated for Cause without liability on the part of the Company (except only to pay those specific amounts set forth in Section 7(c)) effective immediately upon approval of the Board of Directors and written notice to the Executive. The following shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”such termination: (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal any act committed by the Executive against the Company or any of its affiliates which involves fraud, willful misconduct, gross negligence or refusal to attempt comply with the reasonable, legal and clear written instructions given to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Board through Board action that do not violate this Agreement; provided, however, that Executive Officer which specifically identifies shall have a period of 15 days to cure such conduct after written reasonably specific notice thereof, unless such conduct is not (as in the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4case of fraud or willful misconduct) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)reasonably curable. For purposes of this paragraphthe foregoing sentence, no act, or failure to act, on Executive’s 's part shall be considered “willful” unless done the Executive acted, or omitted failed to be doneact, by him not in good bad faith and or without reasonable belief that his action act or omission failure to act was in the best interests interest of the Company or any subsidiary; or (ii) the conviction of the Executive of, or indictment (or procedural equivalent, or guilty plea or plea of nolo contender) of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude where the circumstances reasonably would have a negative impact on the Company, deceit, dishonesty or fraud; provided, however, that Executive shall have a period of 15 days to cure such conduct after written reasonably specific notice thereof, unless such conduct (as in the case of dishonesty or fraud) is not reasonably curable; or (iii) material breach of this Agreement; provided, however, that Executive shall have a period of 15 days to cure such conduct after written reasonably specific notice thereof, unless such conduct is not reasonably curable.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” at shall mean: (i) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of the Executive’s duties that results in loss, damage or injury that is material to the Company; (ii) the commission by the Executive of (A) any time. If felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful and deliberate non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability); (iv) a material breach by the Executive of Section 6 of this Agreement that results in loss, damage or injury that is material to the Company; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company elects to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Company or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Company shall have delivered written notice to the Executive of its intention to terminate the Executive’s employment for Cause, which notice specifies in reasonable detail the Company circumstances claimed to give rise to the Company’s right to terminate the Executive’s employment for Cause and the Executive shall provide ten not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (1030) days written notice following the Company’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the Executive acts in reasonable good faith; (y) occasional, customary and de minimis use of the Company’s intent to terminate Executive’s employment property for “Cause.” personal purposes; and (iz) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive acting in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required upon advice of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on ExecutiveCompany’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companylegal counsel.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If Termination by the Company elects to terminate Executive’s of Employee's employment for “For Cause”, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” mean termination upon (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee substantially to (1) willful misconduct by Executive perform his duties with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from his incapacity due to because of physical or mental illness) illness or any such actual or antici­pated failure resulting from his termination for “Good Reason”), after a written demand for substantial performance is delivered to the Executive him by the Chief Executive Officer which Board that specifically identifies the manner in which it is believed the Board believes that the Executive Employee has not substantially and continually refused to attempt to perform performed his duties hereunder; in good faith, or (4ii) material breach of a fiduciary duty the willful engaging by Employee in conduct that is demonstrably and materially injurious to the Company through misappropriation of Company funds Company, monetarily or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)otherwise. For purposes of this paragraphParagraph 3.3, no act, or failure to act, on Executive’s part Employee's act shall be considered “"willful” " unless done done, or omitted to be done, by him Employee not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee written Notice of Termination and a copy of resolutions duly adopted by a majority of the members of the Board at a meeting called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with his counsel, to be heard before the Board) finding that in the good faith opinion of the Board, Employee was guilty of conduct set forth above in clause (i) or (ii) of the first sentence of this Paragraph 3.3 and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” ” (ias hereinafter defined) after seven (7) days’ prior written notice to the Executive setting forth in reasonable detail the nature of such cause if during such period the Executive shall not have cured the basis therefor. For the purposes of this Agreementhereof, the term “Cause” shall be limited to (1) willful misconduct determined by Executive with regard to the Board of Directors of the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive acting in good faith believes that such direction and shall mean any of the following: (A) the conviction of the Executive by a court of competent jurisdiction of any felony involving dishonesty, breach of trust or misappropriation or the entering of a plea by the Executive of nolo contendre thereto; (B) the commission by the Executive of an act of fraud upon, or breaching his duty of loyalty to, the Company or any of its subsidiaries; (C) a conviction for willful violation of any law, rule or regulation governing the operation of the Company or any of its subsidiaries which is illegal, unethical punishable by imprisonment for six (6) months or immoral and promptly so notifies more; (D) the Board; (3) substantial and continuing willful failure or refusal by of the Executive Employee, after written notice thereof, to reasonably attempt to perform the his or her job duties required of him hereunder and responsibilities (other than any such failure or refusal resulting from incapacity due to physical disability or mental illness) after a written demand for substantial performance which failure or refusal is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner committed in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good bad faith and without reasonable belief that his action or omission was is not in the best interests interest of the Company; (E) a breach by the Executive of Sections 4, 5, 6, 7, 8, 9 or 10 of this Agreement, which breach continues for more than seven (7) days after written notice has been given to the Executive, such notice setting forth in reasonable detail the nature of such breach; or (F) the deliberate and willful disregard of the written rules or policies of the Company which results in a material and substantial loss, damage or injury to the Company.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment hereunder may be terminated for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days Cause upon written notice of by the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “"Cause” " shall be limited to mean (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2i) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform the duties required of him hereunder his obligations under this Agreement (other than any such failure resulting from incapacity due to physical or mental illnesshis Disability) after a written demand for substantial performance is has been delivered to the Executive him by the Chief Executive Officer Board which specifically identifies the manner in which it is believed the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the Company, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) is in material breach of a fiduciary duty to this Agreement, specifying the Company through misappropriation particulars of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)such breach. For purposes of this paragraphAgreement, no act, or failure to act, on Executive’s the part of the Executive shall be considered “deemed "willful” unless done " or engaged in "willfully" if it (i) was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company, (ii) was approved in advance by the Chief Executive Officer or the Board, or (iii) was done or omitted in accordance with the terms of the applicable Company policy then in effect. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his legal representative to contest the validity or propriety of any such determination.

Termination by the Company for Cause. The Company may terminate Executive’s Employee's employment hereunder for “Cause” may be terminated at any time. If time by the Company elects for "Cause" upon written notice to terminate Executive’s employment the Employee. For purposes of this Section 4(a), "Cause" shall mean: (i) embezzlement, theft or other misappropriation of any Company property including, but not limited to, any misuse of Company funds or submission of any false, improper, or unnecessary expense reports, (ii) any conviction of, withhold of adjudication as to, or plea of no contest (nolo contendre) entered by Employee as to any violation of law, other than a minor traffic offense which results in a conviction for Causeor plea of guilty to a felony involving moral turpitude, fraud or misrepresentation, (iii) material breach of his fiduciary obligations to the Company shall provide Company, (iv) any material failure to perform his job duties or material neglect of his job duties, which failure or neglect is not cured within ten (10) days following written notice of to the Company’s intent to terminate Executive’s employment for “Cause.” Employee, (iv) For purposes any breach of this Agreement, the term “Cause” shall be limited to which breach is not cured within ten (110) willful misconduct by Executive with regard days following written notice to the Company which has a material adverse effect on Employee of such breach, or (vi) any violation by Employee of the laws, rules, or regulations or orders of any governmental agency applicable to the Company; (2) . If Employee's employment is terminated by the willful refusal of Executive Company for Cause, in addition to attempt to follow any other remedies the proper written direction of Company may have at law or in equity, the Chief Executive OfficerEmployment Term shall expire immediately and the Company's obligations under Section 3 hereof shall immediately cease, provided except that the foregoing refusal Company shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive pay to attempt to perform the duties required of him hereunder (other than Employee any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyearned but unpaid Base Salary.

Termination by the Company for Cause. The Company Executive may terminate Executive’s employment hereunder be terminated for “"Cause” at any time. If " by the Company elects to terminate Executive’s employment for Causeas provided below. As used herein, the Company term "Cause" shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” mean (i) For purposes conviction of this Agreement, the term “Cause” shall be limited to Executive for a felony; or (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2ii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal commission by the Executive to attempt to perform of fraud or theft against, or embezzlement from, the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphsection, no act, act or failure to act, act on Executive’s 's part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate Executivethe Employee’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to mean: (1i) conduct by the Employee constituting a material act of willful misconduct by Executive in connection with regard the performance of the Employee’s duties that results in loss, damage or injury that is material to the Company which has a material adverse effect on the Company; (2ii) the commission by the Employee of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful refusal of Executive to attempt to follow and deliberate non-performance by the proper written direction Employee of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the Employee’s duties required of him hereunder (other than any such failure resulting from incapacity due to by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) after a written demand for substantial performance material breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is delivered material to the Executive Company; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Chief Executive Officer which specifically identifies Company to cooperate, or the manner willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or propertyconnection with such investigations; or (5vi) fraud, embezzlement or theft against the Executive being convicted Company or any of or a plea or nolo contendere its Affiliates (as defined in Section 6(a) below). With respect to the charge events in (i), (iii) and (iv) herein, the Company shall have delivered written notice to the Employee of a felony (other than a felony involving a traffic violation or its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, determined by him not the Board in good faith within thirty (30) days following the Company’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and without reasonable belief that his action or omission was of itself; (x) expense reimbursement disputes in which the best interests Employee acts in reasonably good faith; (y) occasional, customary and de minimis use of the Company’s property for personal purposes; and (z) acting in good faith upon advice of Company’s legal counsel.

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for “Cause” at any time. If during the Company elects to terminate Executive’s employment Term for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “Cause” shall be limited to mean (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2i) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform his duties as an employee of the duties required of him hereunder Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance ), which failure is delivered not cured to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused Board’s satisfaction within a reasonable period after written notice thereof to attempt to perform his duties hereunder; Executive, (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5ii) the Executive being convicted of or a plea or of nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability), (iii) the commission by the Executive of a material act of dishonesty or breach of trust resulting or intending to result in personal benefit or enrichment to the Executive at the expense of the Company, or (iv) an unauthorized absence from employment that is not cured to the Board’s satisfaction within five (5) days after written notice thereof to Executive. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clauses (i), (ii), (iii) or (iv) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may may, at any time and without notice (except as required below), terminate Executive’s employment hereunder the Executive for “Causecause.” at any time. If Termination by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment Executive for “Cause.” (i) For purposes of this Agreement, the term “Causecause” shall be limited to termination based on any of the following grounds: (1a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct by Executive with regard that subjects the Company to criminal or civil liability; (d) breach of the Executive’s duty of loyalty to the Company which has a material adverse effect on or diversion or usurpation of corporate opportunities properly belonging to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4e) material breach of a fiduciary duty this Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Executive’s position; provided, however, that Executive shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the notice. In the event of a termination by the Company through misappropriation for Cause, Executive shall be entitled to receive only that Base Salary earned on or before the Executive’s last day of active service and other post-employment benefits required by law or under Company funds or property; or (5) policy. Under this section, Executive shall not be entitled to receive any portion of Executive’s target bonus for the Executive being convicted of or a plea or nolo contendere period in which the termination occurs but shall receive any accrued bonus for any performance period fully completed prior to the charge date of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companytermination.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate Executivethe Employee’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to mean: (1i) conduct by the Employee constituting a material act of willful misconduct by Executive in connection with regard the performance of the Employee’s duties that results in loss, damage or injury that is material to the Company which has a material adverse effect on the Company; (2ii) the commission by the Employee of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful refusal of Executive to attempt to follow and deliberate non-performance by the proper written direction Employee of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the Employee’s duties required of him hereunder (other than any such failure resulting from incapacity due to by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) after a written demand for substantial performance material breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is delivered material to the Executive Company; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Chief Executive Officer which specifically identifies Company to cooperate, or the manner willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or propertyconnection with such investigations; or (5vi) fraud, embezzlement or theft against the Executive being convicted Company or any of or a plea or nolo contendere its Affiliates (as defined in Section 6(a) below). With respect to the charge events in (i), (iii) and (iv) herein, the Company shall have delivered written notice to the Employee of a felony (other than a felony involving a traffic violation or its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, determined by him not the Board in good faith within thirty (30) days following the Company’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and without of itself; (x) expense reimbursement disputes in which the Employee acts in reasonable belief that his action or omission was in the best interests good faith; (y) occasional, customary and de minimis use of the Company’s property for personal purposes; and (z) acting in good faith upon advice of Company’s legal counsel.

Termination by the Company for Cause. The Company may terminate Executive’s your employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term Company shall have “Cause” shall be limited to terminate your employment hereunder upon: (1A) willful misconduct by Executive with regard your commission of gross negligence in the performance or non-performance of any of your duties or responsibilities to the Company which has a material adverse effect on not been cured within thirty (30) days after written notice from the Company; or (2B) the your willful refusal engagement in fraud, act of Executive to attempt to follow the proper written direction of the Chief Executive Officerdishonesty, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction or illegal conduct which is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered materially injurious to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds Company, monetarily or propertyotherwise; or (5C) your willful and material violation of the Executive being convicted provisions of or a plea or nolo contendere to this Agreement that has not been cured within thirty (30) days after written notice from the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraph, no act, or failure to act, act on Executive’s your part shall be considered “willful” unless done done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause without: (i) reasonable notice to you setting forth the reasons for the Company’s intention to terminate for Cause, (ii) an opportunity for you, together with your counsel, to be heard before the Board, and (iii) delivery to you of a Notice of Termination as defined in subsection (f) hereof from the Board finding that in the good faith opinion of the Board that you were guilty of conduct set forth hereinabove, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may may, at any time and without notice (except as required below), terminate Executive’s employment hereunder the Employee for “Causecause.” at any time. If Termination by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment Employee for “Cause.” (i) For purposes of this Agreement, the term “Causecause” shall be limited to termination based on any of the following grounds: (1a) fraud, misappropriation, embezzlement or material acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct by Executive with regard that subjects the Company to criminal or civil liability; (d) breach of the Employee’s duty of loyalty to the Company which has a material adverse effect on or diversion or usurpation of corporate opportunities properly belonging to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4e) material breach of a fiduciary duty this Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Employee’s position; provided, however, that Employee shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Employee with written notice making specific reference to this Section 4.3 that the Company considers the Employee to be in violation of Employee’s obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the Company through misappropriation of Company funds or property; or (5) notice. In the Executive being convicted of or a plea or nolo contendere to the charge event of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraphtermination by the Company for Cause, no act, or failure to act, on Executive’s part Employee shall be considered “willful” unless done entitled to receive only that Base Salary earned on or omitted before the Employee’s last day of active service and other post-employment benefits required by law or under Company policy. Under this Section 4.3, Employee shall not be entitled to be done, by him not receive any portion of any bonus for the period in good faith and without reasonable belief that his action or omission was in which the best interests of the Companytermination occurs.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the Executive’s employment hereunder for “Cause” Cause if at any time. If a meeting of the Company elects Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) For purposes Conviction of this Agreementthe Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on of an act of fraud upon the Company; ; (2iii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful Willful refusal by the Executive to attempt to perform the duties required reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of him hereunder the Company), which failure or breach continues for more than thirty (other than any such failure resulting from incapacity due to physical or mental illness30) days after a written demand for substantial performance is delivered notice given to the Executive by the Chief Executive Officer which specifically identifies Company setting forth in reasonable detail the manner in which it is believed that nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive has substantially or the Executive’s commission of an act of moral turpitude that materially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to adversely affects the Company through misappropriation of Company funds or property; or (5) has the Executive being convicted of or a plea or nolo contendere ability to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)do so. For purposes of this paragraphSection 5(f), no act, or failure to act, on the Executive’s part shall be considered “willful” deemed willful unless done done, or omitted to be done, by him not in good faith and the Executive without the reasonable belief that his action the Executive’s act, or omission failure to act, was in the best interests interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Company for Cause. (a) The Company may terminate the Executive’s employment hereunder immediately for “Cause” at for any time. If of the following reasons: (i) an act or acts of dishonesty or fraud by the Executive relating to the performance of his services to the Company; (ii) a breach by the Executive of his duties or responsibilities under this Agreement resulting in significant demonstrable injury to the Company elects or any of its subsidiaries; (iii) the Executive’s conviction of a felony or any crime involving moral turpitude; (iv) the Executive’s material failure (for reasons other than death or Disability) to perform his duties under this Agreement or insubordination (defined as refusal to execute or carry out lawful directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such failure or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within 10 days following such notice; or (v) a breach by the Executive of any provision of any material policy of the Company or any of his obligations under Section 13 of this Agreement where the Executive has been given written notice of the acts or omissions constituting such breach and the Executive has failed to cure such breach, where susceptible to cure, within 10 days following such notice; provided, however, that, no cure shall be allowed under clauses (iv) or (v) if the Executive has previously been allowed to cure an event under either such clause. (b) The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” Executive shall be limited entitled to (1) willful misconduct by Executive with regard to receive the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal Accrued Benefits and shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (have no other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties rights hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for “Cause” at any time. If during the Company elects to terminate Executive’s employment Term for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “"Cause” " shall be limited to mean (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2i) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform his duties as an employee of the duties required of him hereunder Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance ), which failure is delivered not cured to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused Board’s satisfaction within a reasonable period after written notice thereof to attempt to perform his duties hereunder; Executive, (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5ii) the Executive being convicted of or a plea or of nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability), (iii) the commission by the Executive of a material act of dishonesty or breach of trust resulting or intending to result in personal benefit or enrichment to the Executive at the expense of the Company, or (iv) an unauthorized absence from employment that is not cured to the Board’s satisfaction within five (5) days after written notice thereof to Executive. For purposes of this paragraph, no act, or failure to act, on the Executive’s 's part shall be considered “"willful” " unless done done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was not in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (⅔) of the entire authorized membership of the Board at a meeting of the Board (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board) finding that in the good faith of the Board the Executive was guilty of conduct set forth in clauses (i), (ii), (iii) or (iv) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s substantiated engagement in illegal conduct or gross misconduct; (ii) Executive’s insubordination or substantial malfeasance or nonfeasance of duty, which, in each case, is injurious to the Company; (iii) Executive’s substantiated embezzlement, misappropriation or fraud; (iv) Executive’s unauthorized disclosure of confidential information; (v) Executive’s material breach of fiduciary duty; (vi) Executive’s material breach of a Company policy; (vii) Executive’s failure to follow a lawful and reasonable directive from the chief executive officer of the Company or the Board of Directors of the Company (the “Board”); or (viii) Executive’s breach of a material provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that for a termination pursuant to Section 3(c) (ii) (vi) (vii) or (viii) above (A) Company provides Executive with written notice that Company intends to terminate Executive’s employment hereunder for “Cause” at any time. If one of the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten circumstances set forth in this Section 3(c) within thirty (1030) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” its discovery of such circumstance occurring and (iB) For purposes if such circumstance is capable of this Agreementbeing cured, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused failed to attempt to perform his duties hereunder; cure such circumstance within a period of fifteen (415) material breach business days from the date of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)such written notice. For purposes of this paragraphclarification, no actthe above-listed conditions shall apply separately to each occurrence of Cause, or and failure to act, on Executive’s part shall be considered “willful” unless done or omitted adhere to be done, by him not in good faith and without reasonable belief that his action or omission was such conditions in the best interests event of the CompanyCause shall not disqualify Company from asserting Cause for any subsequent occurrence of Cause.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If may be terminated by the Company elects to terminate for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, the Company no termination benefits shall provide ten (10) days written notice be payable to or in respect of the Company’s intent to terminate Executive’s employment for “Cause.” (i) Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, the term “Cause” shall be limited to means (1i) willful misconduct a material breach by Executive with regard to the Company which has of any provision of this Agreement; (ii) a material adverse effect on and willful violation by Executive of any of the CompanyPolicies (as defined in Section 13); (2iii) the willful refusal of failure by Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral reasonably and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to substantially perform the her duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liabilityphysical or mental illness or injury). For purposes ; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of this paragraphthe Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no acttermination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, or failure to actin the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on Executive’s part shall be considered “willful” unless done or omitted to be donebefore the 12-month anniversary of the applicable Date of Separation from Service of such termination Without Cause, by him not it is determined in good faith and without reasonable belief by the Board that his action Executive’s employment could have been terminated for Cause under clauses (iv), (v) or omission was in (vi) hereof, Executive’s employment shall, at the best interests election of the CompanyBoard, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” this Agreement at any time. If , in the discretion of the Board, in the event of (i) any conviction of Executive for a felony, (ii any material breach by Executive of a material written agreement between Executive and the Company elects to terminate Executive’s employment for Causeor the UST Group, including this Agreement, (ii any breach caused by Executive of the Company shall provide ten (10) days limited partnership agreement or operating agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the Company’s intent to terminate Executive’s employment for “Cause.” (ifull text thereof) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which and provided that such breach has a material adverse effect on the Company; , (2iv any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) the any willful refusal of failure by Executive to attempt to follow the proper written direction comply with any material policies, procedures, or directives of the Chief Executive OfficerBoard, provided that that, Executive shall first be given notice from the foregoing refusal Board of such failure and such failure shall not have been cured within ten days after such notice or, if such failure is not capable of being cured within ten days, Executive shall not have commenced and be “Cause” if Executive diligently pursuing in good faith believes that efforts to cure such direction is illegaldefault, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal vi any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty with respect to the Company through misappropriation of or the UST Group. In the event the Company funds or property; or (5) terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Earned Amounts. For purposes of this paragraphAgreement, no act, act or failure to act, act on Executive’s 's part shall be considered “deemed "willful” " unless done done, or omitted to be done, by him not in good bad faith and or without the reasonable belief that his action the act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Any act or failure to act on the basis of authority given by resolution duly adopted by the Board or on the basis of advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board and delivered to Executive, following a meeting of the Board at which Executive (together with his counsel) shall have been afforded a reasonable opportunity to refute the purported grounds for termination for Cause.

Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment hereunder at any time if such termination is for “Cause” at any time”, as defined below, by delivering to the Executive written notice of termination supported by a reasonably detailed statement of the relevant facts and reason for termination and such termination shall be effective immediately upon delivery of such notice to the Executive. If In the Company elects to terminate Executive’s employment for Causeevent of such termination, the Company shall provide pay the Executive, no later than ten (10) days written notice following the date of termination, a lump sum equal to the Company’s intent to terminate Executive’s employment for “Cause.” (iaccrued base salary through the date of termination, and any and all accrued vacation pay, and accrued benefits through the date of termination, but no accrued bonus under Section 2(b) or 2(c) above. For purposes of this Agreement, the term “Cause” shall be limited to exist if (1i) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach committed an act of a fiduciary duty embezzlement, fraud, or theft with respect to the property of the Company, (ii) disregarded the rules of the Company through misappropriation of Company funds so as to cause material loss, damage, or injury to, or otherwise to materially endanger, the Company’s property; , business ,or employees, (5iii) the Executive being convicted has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) the Executive has been found guilty of or a plea or has plead nolo contendere to the charge commission of a felony offense or a misdemeanor offense involving moral turpitude, (other than a felony involving a traffic violation v) the Executive has breached this Agreement or as a result has failed to perform the Executive’s duties under this Agreement, including by reason of vicarious liability). For purposes of this paragraph, no act, or the Executive’s failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in execute the best interests directives of the Company’s President & CEO, or (vi) the Executive’s actions or inactions have caused or are reasonably likely to cause material loss, injury, or damage to, the Company’s property, business, or employees. Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) or (vi) of the foregoing sentence, “Cause” shall not exist if the failure is the result of the Executive’s unwillingness to execute any act that would constitute a violation of existing law, regulation, or rule applicable to Company or the Executive, or if the failure is the result of an act of a party or an intervening event outside of the Executive’s authority or control.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder under this Agreement may be terminated for Cause without further liability of the Company effective immediately upon a vote of the Board and written notice to the Executive. For the purposes hereof, the following shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”hereunder: (i) For purposes commission, admission, confession, indictment, plea bargain or plea of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal nolo contendere by the Executive with respect to attempt (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment” for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to perform which an initial determination of probable or reasonable cause with respect to such offense is made); ii) use of alcohol or illegal drugs interfering with the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) Executive’s obligations hereunder, continuing after a written demand for substantial performance is delivered notice given to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4Board; iii) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony negligence (other than a felony involving a traffic violation or as a result by reason of vicarious liability). For purposes Disability) with respect to the performance of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done duties and responsibilities which continues for thirty (30) days after written notice by the Company or omitted Parent setting forth in reasonable detail the scope and nature of such negligent performance; iv) gross negligence or willful misconduct of the Executive with respect the performance of Executive’s duties and responsibilities; or v) any breach by the Executive of any of the Executive’s material obligations under this Agreement, any material policy of the Company of general applicability to be doneall executive staff (including, by him not in good faith without limitation, the Company’s policies regarding disclosure of confidential information) or any other material agreement between or among Executive and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment hereunder for “"Cause” " at any time. If the Company elects to terminate Executive’s 's employment for Cause, the Company Chairman of the Governance Committee of the Board shall provide ten (10) days written notice of the Company’s 's intent to terminate Executive’s 's employment for “"Cause.”" (i) For purposes of this Agreement, the term “"Cause” " shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerBoard, provided that the foregoing refusal shall not be “"Cause” " if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Board which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; or (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s 's part shall be considered “"willful” " unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate ExecutiveEmployee’s employment hereunder for “Cause” Cause at any time. If the Company elects time after providing written notice to terminate Executive’s employment for CauseEmployee, the Company which notice shall provide ten (10in reasonable detail the reason(s) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) such termination. For purposes of this Agreement, the term “Cause” shall be limited mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by virtue of Employee’s office), this Agreement where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (1x) willful misconduct such matters as are not curable, or (y) repeated violations of this clause (i); (ii) acts or omissions by Executive with regard Employee involving Employee’s gross negligence related to the Company discharge of Employee’s duties; (iii) any act or failure to act by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an offense which has is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s reputation or business relationships; (vi) alcoholism, drug abuse or other substance abuse having a material adverse effect on the Companyperformance of Employee’s duties hereunder; or (2vii) the Employee’s willful or intentional failure or refusal of Executive to attempt to follow the proper written comply with any reasonable and lawful request or direction of the Chief Executive OfficerCompany not contrary to the provisions of this Agreement, where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to provide written warning and the foregoing refusal related right to cure shall not be “Cause” if Executive in good faith believes that apply to (x) such direction is illegalmatters as are not curable, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5y) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes repeated violations of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyclause (vii).

Termination by the Company for Cause. (i) The Company may terminate Executive’s the employment hereunder of Executive for “Cause” at any time. If the Company elects to terminate Executive’s Upon a termination of employment for Cause, Executive shall be entitled to receive payment from the Company shall provide ten Company, within twenty (1020) business days written notice after the date of termination, of the Company’s intent to terminate amount of Executive’s employment for “CauseSalary accrued through the date of termination and unpaid as of that date, together with the amount of any earned but unpaid bonus, and any outstanding business expenses incurred by Executive prior to the date of termination but not reimbursed as of such date.” (iii) For purposes of this AgreementSection 9, the term “Cause” shall be limited to mean one or more of the following: (1A) willful misconduct the conviction of Executive by Executive with regard to the Company which has a material adverse effect court of competent jurisdiction of a felony, based on the CompanyExecutive’s commission of a criminal act; (2B) the willful refusal Executive’s commission of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Boardfraud; (3C) substantial and continuing Executive’s willful neglect or refusal to discharge his duties pursuant to this Agreement, assuming such duties are lawful, which continues for a period of thirty (30) days following written notice thereof by the Executive Board to attempt to perform the duties required of him hereunder Executive, or (other than any such failure resulting from incapacity due to physical or mental illnessD) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of this Agreement by Executive, which continues for a fiduciary duty period of thirty (30) days following notice written thereof by the Board to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Executive. For purposes of this paragraph, no act, No act or failure to act, on Executive’s part shall be considered “willful” unless done it is done, or omitted to be donedone by Executive, by him not in good bad faith and or without reasonable belief that his Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a specific resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

Termination by the Company for Cause. The Company may shall have the right to terminate ExecutiveEmployee’s employment hereunder with the Company “For Cause” (as such term is hereinafter defined), effective upon notice of termination to Employee. As used herein, the term “For Cause” shall mean (i) Employee’s repeated failure, in the reasonable judgment of the Company’s board of directors, to substantially perform his assigned duties or responsibilities as President and Chief Executive Officer of the Company as reasonably directed or assigned by the Company’s board of directors (other than a failure resulting from the Employee’s Disability); (ii) Employee engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company; (iii) Employee’s knowing violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company, which violation was or is reasonably likely to be injurious to the Company; (iv) Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and the Company; (v) repeated misuse (following at least one written warning from the Company) of alcohol, narcotics, or other controlled substances that is materially detrimental to the Company and that materially interferes with Employee’s performance of his duties hereunder; or (vi) Employee being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material property belonging to the Company, provided, however, in all cases other than Employee being convicted of, or entering a plea of nolo contendere to, a felony, that prior to the Company having the right to terminate Employee’s employment with the Company For Cause pursuant to this Subsection 6(a), (1) the Company’s board of directors must first provide written notice to Employee describing in reasonable detail the basis upon which the Company would terminate Employee’s employment with the Company For Cause and the Employee must have had opportunity to address the Company’s board of directors, with counsel, regarding such alleged basis and (2) Employee shall have failed, during the period of 30 days following such opportunity to address the Company’s board of directors, to remedy any such alleged basis for “For Cause” at any timetermination. If In the Company elects to terminate Executiveevent Employee’s employment for Causeis terminated in accordance with this Subsection 6(a), the Company shall provide ten pay to Employee all amounts accrued through the Termination Date (10as hereinafter defined), any unreimbursed expenses incurred pursuant to Subsection 5(h) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited and any other benefits specifically provided to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than Employee under any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companybenefit plan.

Termination by the Company for Cause. The Notwithstanding the provisions of Section 4.1, the Company may terminate the Executive’s employment hereunder immediately for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “Cause” shall be limited means the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s willful and material failure to perform (1) willful other than by reason of disability), or substantial misconduct by Executive with regard to in the performance of, the Executive’s duties and responsibilities for the Company or any of its Affiliates which has a causes material adverse effect on harm to the Company; (2ii) the Executive’s material and demonstrable breach of any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Executive and the Company or any of its Affiliates;(iii) the Executive’s material and demonstrable breach of any other provision of this Agreement or any other written agreement by and between the Executive and the Company or any of its Affiliates; (iv) the Executive’s willful refusal and material violation of Executive to attempt to follow the proper written direction any applicable policy or code of conduct of the Chief Executive OfficerCompany or any of its Affiliates, provided that which violation causes material reputational or financial harm to the Company; or (v) the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the contrary in the foregoing, a circumstance otherwise giving rise to Cause pursuant to the foregoing refusal shall clause (i), (ii), (iii) or (iv), (X) if capable of cure, will not be “Cause” constitute Cause if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal cured by the Executive to attempt to perform within twenty (20) days following the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered Company’s notice to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed thereof; provided, however, that the Executive has Company will not be required to provide any such notice or opportunity to cure with respect to any subsequent substantially similar or related conduct and continually refused to attempt to perform his duties hereunder; (4Y) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For for purposes of this paragraphdefinition, no act, act or failure to act, act on Executive’s the part of Executive shall be considered “willful” unless done the Board believes in good faith that such action or omission was done, or omitted to be done, by him not Executive in good bad faith and or without the reasonable belief that his Executive’s action or omission was in the best interests interest of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” this Agreement at any time. If , in the discretion of the Board, in the event of (i) any conviction of Executive for a felony, (ii) any material breach by Executive of a material written agreement between Executive and the Company elects to terminate Executive’s employment for Causeor the UST Group, including this Agreement, (iii) any breach caused by Executive of the Company Agreement, the Company shall provide ten (10) days limited partnership agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the Company’s intent to terminate Executive’s employment for “Cause.” (ifull text thereof) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which and provided that such breach has a material adverse effect on the Company; , (2iv) any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful refusal of failure by Executive to attempt to follow the proper written direction comply with any material policies, procedures, or directives of the Chief Executive OfficerBoard, provided that that, Executive shall first be given notice from the foregoing refusal Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive shall not have commenced and be “Cause” if Executive diligently pursuing in good faith believes that efforts to cure such direction is illegaldefault, unethical or immoral and promptly so notifies the Board; (3vi) substantial and continuing willful refusal any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty with respect to the Company through misappropriation of or the UST Group. In the event the Company funds or property; or (5) terminates Executive's employment pursuant to this Section 6.2 for Cause, then Executive shall be paid on termination the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Earned Amounts. For purposes of this paragraphAgreement, no act, act or failure to act, act on Executive’s 's part shall be considered “deemed "willful” " unless done done, or omitted to be done, by him not in good bad faith and or without the reasonable belief that his action the act or omission failure to act was in the best interests of the CompanyCompany or the UST Group. Any act or failure to act on the basis of authority given by resolution duly adopted by the Board or on the basis of advice given by legal counsel for the Company shall be conclusively presumed to have been done, or omitted to be done, in good faith and in the best interests of the Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board and delivered to Executive, following a meeting of the Board at which Executive (together with his counsel) shall have been afforded a reasonable opportunity to refute the purported grounds for termination for Cause.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” ” (ias hereinafter defined) after seven (7) days’ prior written notice to the Executive setting forth in reasonable detail the nature of such cause if during such period the Executive shall not have cured the basis therefor. For the purposes of this Agreementhereof, the term “Cause” shall be limited to (1) willful misconduct determined by Executive with regard to the Committee of the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive acting in good faith believes that such direction and shall mean any of the following: (A) the conviction of the Executive by a court of competent jurisdiction of any felony involving dishonesty, breach of trust or misappropriation or the entering of a plea by the Executive of nolo contendre thereto; (B) the commission by the Executive of an act of fraud upon, or breaching his duty of loyalty to, the Company or any of its subsidiaries; (C) a conviction for willful violation of any law, rule or regulation governing the operation of the Company or any of its subsidiaries which is illegal, unethical punishable by imprisonment for six (6) months or immoral and promptly so notifies more; (D) the Board; (3) substantial and continuing willful failure or refusal by of the Executive Employee, after written notice thereof, to reasonably attempt to perform the his or her job duties required of him hereunder and responsibilities (other than any such failure or refusal resulting from incapacity due to physical disability or mental illness) after a written demand for substantial performance which failure or refusal is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner committed in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good bad faith and without reasonable belief that his action or omission was is not in the best interests interest of the Company; (E) a breach by the Executive of Sections 4, 5, 6, 7, 8, 9 or 10 of this Agreement, which breach continues for more than seven (7) days after written notice has been given to the Executive, such notice setting forth in reasonable detail the nature of such breach; or (F) the deliberate and willful disregard of the written rules or policies of the Company which results in a material and substantial loss, damage or injury to the Company.

Termination by the Company for Cause. The Company may Company, by notice to the Executive, shall have the right to terminate the Employment Period and the Executive’s employment hereunder for in the event of any of the following (any of which shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice purposes of the Company’s intent to terminate Executive’s employment for “Cause.”this Agreement): (i) For purposes the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony; (ii) the Executive having committed in the performance of his duties under this AgreementAgreement one or more acts or omissions constituting fraud, the term “Cause” shall be limited to (1) dishonesty, or willful misconduct by Executive with regard injury to the Company which has results in a material adverse effect on the business, financial condition or results of operations of the Company; ; (2iii) the Executive having committed one or more acts constituting gross neglect or willful refusal misconduct which results in a material adverse effect on the business, financial condition or results of Executive to attempt to follow the proper written direction operations of the Chief Company; (iv) the Executive Officer, provided that having willfully or knowingly exposed the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal Company to criminal liability substantially caused by the Executive to attempt to perform which results in a material adverse effect on the duties required business, financial condition or results of him hereunder operations of the Company; or (other than any such failure resulting from incapacity due to physical or mental illnessv) after a written demand for substantial performance is delivered to the Executive by having failed, after written warning from the Chief Executive Officer which specifically identifies Board specifying in reasonable detail the manner in which it is believed that the Executive has breach(es) complained of, to substantially and continually refused to attempt to perform his duties hereunder; under this Agreement (4) material breach of a fiduciary duty excluding, however, any failure to the Company through misappropriation of Company funds meet any performance targets or property; to raise capital or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or any failure as a result of vicarious liabilityan approved absence or any mental or physical impairment that could reasonably be expected to result in a Disability). For purposes of this paragraphthe foregoing, no act, act or failure to act, act on Executive’s the part of the Executive shall be considered “willful” or “knowingly” unless done it is done, or omitted to be done, by him not in good faith and without the Executive with the reasonable belief that his the Executive’s action or omission was not in the best interests of the Company. Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of the Company. Notwithstanding the foregoing, termination by the Company for Cause under clauses (ii) through (v) shall not be effective until and unless each of the following provisions shall have been complied with: (a) notice of intention to terminate for Cause (a “Preliminary Cause Notice”), the giving of which shall have been authorized by a vote of a majority of the members of the Board then in office, which shall include a written statement of the particular acts or circumstances which are the basis for the termination for Cause and shall set forth a reasonable period (not less than thirty days) to cure (the “Cure Period”), shall have been given to the Executive by the Board within ninety days after the Company first learns of the act, failure or event constituting Cause; (b) the Executive shall not have cured the acts or circumstances complained of within the Cure Period; (c) the Board shall have called an in person meeting of the Board, at which termination of the Executive is an agenda item, and shall have provided the Executive with not less than twenty days’ notice thereof (which meeting shall be held after the end of the Cure Period); (d) the Executive shall have been afforded the opportunity, accompanied by counsel, to provide written materials to the members of the Board in advance of such meeting and, if he so desires, to personally address the members of the Board at such meeting; and (e) the Board shall have provided within three business days after such meeting, a written notice of termination for cause, stating that, based upon the evidence it has received and reviewed, and specifying in reasonable detail the acts and circumstances complained of, it has voted by a vote of at least a majority of all of the members of the Board then in office to terminate the Executive for Cause (such a notice, a “Cause Termination Notice”), which such notice shall be effective on the day of receipt thereof by the Executive. Any termination of employment under this Section 6(d) shall not be followed by a Severance Period and shall be without damages or liability to the Company for compensation and other benefits which otherwise would have accrued to the Executive hereunder after the date of termination, but any unpaid compensation, benefits and reimbursements accrued through the date of such termination, including Base Salary and commissions, shall be paid to the Executive at the times normally paid by the Company and the Executive shall be entitled to any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates. Any unpaid bonus amount shall be paid within 30 days following termination.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment hereunder for “"Cause” " at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days by written notice of the Company’s intent to terminate Executive’s employment for “CauseExecutive delivered in accordance with Sections 5(g) and 15 hereof.” (i) For purposes of this Agreement, the term “"Cause” " shall be limited to mean any of the following: (1A) willful misconduct conviction of a crime (including conviction on a nolo contendre plea) involving the commission by Executive with regard to of a felony or of a misdemeanor involving, in the Company which has a material adverse effect on good faith judgment of the CompanyBoard of Directors, fraud, dishonesty or moral turpitude; (2B) the willful Executive's deliberate and continual refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder and responsibilities assigned to Executive under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liabilityvacation permitted under this Agreement, sickness, illness or injury). For purposes ; (C) fraud or embezzlement by Executive, determined in accordance with the Company's normal, internal investigative procedures consistently applied; (D) gross misconduct or gross negligence by Executive in connection with the business of this paragraphthe Company or an Affiliate (as defined herein) unless Executive reasonably believed, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief faith, that his action acts or omission was omissions were in or not opposed to the best interests of the CompanyCompany (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled); or (E) any material breach by Executive of any of the provisions of Section 8 of this Agreement or of any provisions of the Confidentiality and Proprietary Information Agreement (as defined herein); provided, however, that the occurrence of an act or omission covered by clauses (B), (D) or (E) of this paragraph 5(c)(i) shall not constitute "Cause" if Executive remedies such act or omission within ten (10) business days after delivery by the Company of written notice to Executive in accordance with Section 15 hereof specifying in reasonable detail the facts and circumstances believed by the Company to constitute such "Cause."

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If In the event that the Company elects to terminate terminates Executive’s employment for Cause, the Company shall provide ten pay Executive all base salary due and owing and all other accrued but unpaid benefits (10e.g., accrued vacation) through the last day actually worked and thereafter the Company’s obligations under this Agreement shall terminate. For the purposes of this Agreement, termination shall be for “Cause” if (i) Executive refuses or fails to act in accordance with any lawful order or instruction of the Chief Executive Officer, and such refusal or failure to act has not been cured within 30 days written of notice of such disobedience, (ii) Executive fails to devote reasonable attention and time during normal business hours to the business affairs of the Company or Executive is reasonably determined by the Board of Directors to have been unfit (other than as a result of an Incapacity), unavailable for service (other than as a result of an Incapacity) or grossly negligent in connection with the performance of his duties on behalf of the Company, which unfitness, unavailability or gross negligence has not been cured within 30 days of notice of the same; (iii) Executive is reasonably determined by the Board of Directors to have committed a material act of dishonesty or willful misconduct or to have acted in bad faith to the material detriment of the Company in connection with the performance of his duties on behalf of the Company’s intent ; (iv) Executive is convicted of a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to terminate Executive’s employment for “Cause.” any person, or (iv) Executive materially breaches any agreement with the Company which breach has not been cured within 30 days notice of the same. For purposes of this Agreement, the term “without Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal mean termination of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be Executive’s employment for reasons other than for “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.”

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for Cause. “Cause” at any time. If the Company elects to terminate shall mean (i) Executive’s employment for Causematerial breach of any provision of this Agreement, (ii) Executive’s willful conduct which is demonstrably and materially injurious to the Company shall provide ten Company’s reputation, financial condition, or business relationships, (10iii) days written notice Executive’s willful failure to comply with a lawful directive of the Company’s intent to terminate Chief Executive Officer (“CEO”), (iv) Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited failure to (1) willful misconduct by Executive comply with regard to the Company which has a material adverse effect on the Company’s written policies and procedures, including the Company’s Corporate Code of Business Conduct and Ethics and its Financial Code of Ethics, (v) Executive’s fraud, dishonesty, or misappropriation involving the Company’s assets, business, customers, suppliers, or employees, (vi) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony; or, (2vii) the willful Executive’s continued failure or refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the satisfactorily, or gross neglect of, Executive’s duties required of him hereunder (other than any such failure or neglect resulting from Executive’s incapacity due to physical or mental illness). No termination of Executive for Cause, other than as set forth in (c)(v) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; or (4c)(vi) material breach of a fiduciary duty to above, shall be effective unless the Company through misappropriation shall, within ninety (90) days of sufficient facts known to it to constitute Cause, give written notice to Executive in reasonable detail of the material facts constituting Cause and the reasonable steps the Company funds or propertybelieves necessary to cure, and thereafter Executive shall have thirty (30) business days from the date of notice to cure any such occurrence otherwise constituting Cause; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraphprovided that, no act, or failure such notice and opportunity to act, on Executive’s part shall be considered “willful” unless done or omitted cure is required if the Company has previously given Executive notice and opportunity to be done, by him not in good faith and without reasonable belief that his action or omission was in cure the best interests of the Companysame conduct.

Termination by the Company for Cause. The Company may terminate ExecutiveEmployee’s employment hereunder under this Agreement may be terminated by the Company at any time for Cause. Only the following actions, failures, or events by or affecting Employee shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice termination of Employee by the Company’s intent to terminate Executive’s employment for “Cause.” : (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, substantially perform her duties provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) herein after a written demand for substantial performance is delivered to the Executive Employee by the Chief Executive Officer CEO or the Board of Directors, which specifically demand identifies with reasonable specificity the manner in which it is believed that the Executive Employee has not substantially performed her duties, and continually refused Employee’s failure to attempt to perform his duties hereundercomply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; (4ii) material breach of a fiduciary duty the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company through misappropriation Company, which if capable of Company funds being cured, is not cured within 30 days of written notice thereof from the CEO or propertythe Board of Directors to Employee; or (5iii) the Executive being convicted commission of any act in direct competition with or a plea or nolo contendere materially detrimental to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; or(iv) Employee’s conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Company has Cause for the termination of the employment of Employee as set forth in any of clauses (i) through (iv) above and specifying the particulars thereof in reasonable detail.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If shall have the Company elects right to terminate Executive’s employment under this Agreement at any time for Cause, the Company which termination shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment be effective immediately. Termination for “Cause.”” shall include termination for: (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty this Agreement by Executive; (ii) intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives of her superior officers, or the Corporation’s policies and procedures; (iii) Executive’s gross negligence in the performance of her material duties under this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the Company through misappropriation business or affairs of Company funds or property; or the Corporation, that in the reasonable judgment of the President and/or the Board of Directors materially and adversely affects the Corporation; (5v) the Executive being convicted of Executive’s conviction of, or a plea or of nolo contendere to the charge of to, a felony or other crime involving moral turpitude; or (other than a felony involving a traffic violation vi) the commission of any act in direct or as a result of vicarious liability). For purposes of this paragraph, no act, indirect competition with or failure materially detrimental to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of Corporation that is in breach of Executive s fiduciary duties of care, loyalty and good faith to Corporation. Cause will not, however, include any actions or circumstances constituting Cause under (i) or (ii) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting forth the Companyactions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.

Termination by the Company for Cause. The Subject to the forty-five (45) day cure period, if applicable, set forth in this Section 8(d), the Company may immediately terminate Executivethe Employee’s employment hereunder for “Cause” at any timetime for Cause by giving written notice to the Employee specifying in reasonable detail the reason for such termination. If the Company elects to terminate Executive’s employment Upon any such termination for Cause, Employee shall be entitled to payment of all accrued and unpaid compensation and wages, but Employee shall have no right to compensation or benefits for any period subsequent to the Company shall provide ten (10) days written notice effective date of termination. For the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard mean: the Employee willfully engages in an act or omission which is in bad faith and to the Company which has a material adverse effect on detriment of the Company; (2) , engages in misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerCompany, provided that the foregoing refusal shall not be “Cause” if Executive breaches this Agreement in good faith believes that such direction is illegalany material respect, unethical habitually neglects or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt materially fails to perform the his duties required of him hereunder (other than any such failure resulting solely from incapacity due to the Employee’s physical or mental illnessdisability or incapacity) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Employee which specifically identifies the manner in which it is believed the Company believes that the Executive Employee has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to not performed the Company through misappropriation of Company funds Employee’s duties, commits or property; or (5) the Executive being is convicted of or a plea or nolo contendere to the charge of a felony (other than or any crime involving moral turpitude, uses drugs or alcohol in a felony involving a traffic violation way that either interferes with the performance of his duties or as a result of vicarious liability). For purposes of this paragraph, no act, compromises the integrity or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests reputation of the Company, or engages in any act of dishonesty involving the Company, disclosure of Company confidential information not required by the duties of the Employee, commercial bribery, or perpetration of fraud; provided, however, that the Employee shall have at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to the Employee’s termination for Cause.

Termination by the Company for Cause. The Subject to the thirty (30) day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Executive’s 's employment hereunder for “Cause” at any timetime for Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. If the Company elects to terminate Executive’s employment Upon any such termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages, but Executive shall have no right to compensation or benefits for any period subsequent the Company shall provide ten (10) days written notice effective date of termination. For the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “"Cause” " shall be limited to (1) willful misconduct by mean: Executive with regard willfully engages in an act or omission which is in bad faith and to the Company which has a material adverse effect on detriment of the Company; (2) , engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerCompany, provided that the foregoing refusal shall not be “Cause” if Executive breaches this Agreement in good faith believes that such direction is illegalany material respect, unethical habitually neglects or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt materially fails to perform the his duties required of him hereunder (other than any such failure resulting solely from incapacity due to Executive's physical or mental illnessdisability or incapacity) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed the Company believes that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds not performed Executive's duties, commits or property; or (5) the Executive being is convicted of or a plea or nolo contendere to the charge of a felony (other than or any crime involving moral turpitude, uses drugs or alcohol in a felony involving a traffic violation way that either interferes with the performance of his duties or as a result of vicarious liability). For purposes of this paragraph, no act, compromises the integrity or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests reputation of the Company, or engages in any act of dishonesty involving the Company, disclosure of Company’s confidential information not required by applicable, commercial bribery, or perpetration of fraud; provided, however, that Executive shall have at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive's termination for Cause.

Termination by the Company for Cause. The Company may terminate Executivethe Employee’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days upon written notice to the Employee for any of the following reasons: (i) habitual intoxication; (ii) abuse of a controlled substance; (iii) conviction of a felony involving moral turpitude; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to faithfully, diligently and adequately perform his duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the breach; (vi) violation in any material respect of any of the Company’s intent to terminate Executive’s employment for “Cause.” rules, regulations or policies; (ivii) For purposes gross insubordination by the Employee in the performance of his duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to reasonable opinion of the Company which Board, has had a material adverse effect on the Companyreputation of the Company or the Employee; (2ix) any continued or repeated absence from the willful refusal of Executive to attempt to follow Company, unless the proper written direction absence is approved or excused by the Board or the result of the Chief Executive OfficerEmployee’s illness, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical disability or immoral and promptly so notifies the Board; incapacity (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that event the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4provisions of Section 4(b) material breach of a fiduciary duty to the Company through misappropriation of Company funds or propertyhereof shall control); or (5x) the Executive being convicted misappropriation of any funds or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests property of the Company, theft, embezzlement or fraud. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms of those plans.

Termination by the Company for Cause. The Company may terminate Executive’s the employment hereunder upon written notice to Executive for “Cause”. For purposes hereof, “Cause” at shall mean the occurrence of one or more of the following: (i) the conviction of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or any time. If other action or inaction involving willful malfeasance or material fiduciary breach with respect to the Company elects or an affiliate; (ii) gross negligence or willful misconduct with respect to terminate Executive’s employment for Cause, the Company shall provide ten or an affiliate; (10iii) days written notice any act or acts of intentional dishonesty or willful misrepresentation (including by omission) of a material nature; (iv) material violation of the Company’s intent written policies or codes of conduct, including written policies related to terminate discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (v) Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the material duties and responsibilities lawfully and ethically required to be performed by Executive under the terms of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or propertydefinitive employment agreements; or (5vi) a material breach by Executive of the definitive employment agreements or any other agreement to which Executive being convicted and the Company or its affiliates are parties (provided, however, failure alone to achieve any performance milestones will not be deemed a breach of this Agreement or a plea or nolo contendere reason for Cause termination). Any event described in (iv) through (vi) above shall not constitute Cause unless the Company delivers to Executive a written notice of termination for Cause describing the applicable circumstances within ninety (90) days after the Company first learns of the existence of the applicable circumstances giving rise to Cause, and within thirty (30) days following delivery of such notice, Executive has failed to cure the circumstances giving rise to Cause to the charge extent such circumstances may be cured. In the event of a felony termination for Cause, as enumerated above, Executive shall have no right to any Separation Benefits (as defined in Subsection 6(e) below) or other than a felony involving a traffic violation or as a result compensation accruing after the effective date of vicarious liabilitytermination (the “Separation Date”). For purposes , and no right to bonus not yet due and payable at the time of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companytermination.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder may be terminated for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days Cause upon written notice of by the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “Cause” shall be limited to mean (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2i) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform the duties required of him hereunder his obligations under this Agreement (other than any such failure resulting from incapacity due to physical or mental illnesshis Disability) after a written demand for substantial performance is has been delivered to the Executive him by the Chief Executive Officer Board which specifically identifies the manner in which it is believed the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive’s willfully engaging in conduct materially and demonstrably injurious to the property or business of the Company, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive’s material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) is in material breach of a fiduciary duty to this Agreement, specifying the Company through misappropriation particulars of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)such breach. For purposes of this paragraphAgreement, no act, or failure to act, on Executive’s the part of the Executive shall be considered deemed “willful” unless done or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful” or engaged in “willfully” only if done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his legal representative to contest the validity or propriety of any such determination.

Termination by the Company for Cause. The Company may terminate ExecutiveEmployee’s employment hereunder under this Agreement may be terminated by the Company at any time for Cause. Only the following actions, failures, or events by or affecting Employee shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice termination of Employee by the Company’s intent to terminate Executive’s employment for “Cause.” : (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, substantially perform his duties provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) herein after a written demand for substantial performance is delivered to the Executive Employee by the Chief Executive Officer Board of Directors of the Company, which specifically demand identifies with reasonable specificity the manner in which it is believed that the Executive Employee has not substantially performed his duties, and continually refused Employee’s failure to attempt to perform his duties hereundercomply with such demand within a reasonable time; (4ii) material breach of a fiduciary duty the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company through misappropriation of Company funds or propertyCompany; or (5iii) the Executive being convicted commission of any act in direct competition with or a plea or nolo contendere materially detrimental to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; or (iv) Employee’s conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company finding that, in the good faith opinion of the Board of Directors, the Company has Cause for the termination of the employment of Employee as set forth in any of clauses (i) through (iv) above and specifying the particulars thereof in reasonable detail. The findings of the Board of Directors shall not be binding in connection with any litigation or dispute arising out of this Agreement.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment this Agreement for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “Cause” shall be limited to means (1a) willful misconduct an act or acts of personal dishonesty taken by Executive with regard and intended to result in substantial personal enrichment of Executive at the Company which has a material adverse effect on expense of the Company; , (2b) repeated violations by Executive of his obligations under Section 2.3 which are demonstrably willful and deliberate on Executive’s part and which are not remedied within a reasonable period after Executive’s receipt of notice of such violations from the Company, or (c) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if engaging by Executive in good faith believes illegal conduct that such direction is illegal, unethical or immoral materially and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered demonstrably injurious to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphSection 4.2, no act, or failure to act, on Executive’s part shall be considered “dishonest”, “willful” or “deliberate” unless done done, or omitted to be done, by him not Executive in good bad faith and without reasonable belief that his Executive’s action or omission was in, or not opposed to, the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board, exclusive of Executive, at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth above in this Section 4.2 and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any timewith Cause (as defined below) effective immediately upon Notice of Termination. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to mean any of the following: (1i) willful misconduct by Executive Executive’s engagement in fraud, embezzlement or theft in connection with regard to the Company which has a material adverse effect on his or her employment with the Company; (2ii) Executive’s willful misconduct in connection with Executive’s duties and responsibilities to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the BoardCompany; (3iii) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) Executive’s material breach of a fiduciary duty to the Company through misappropriation of Company funds or propertythis Agreement; or (5iv) the Executive Executive’s being convicted of or entering a plea or of nolo contendere to a felony; (v) Executive’s engagement in illegal drug use or alcohol abuse which prevents the charge of Executive from performing his/her duties; and (vi) Executive’s refusal to perform his or her duties to the Company; provided, however, that “Cause” shall not exist unless (a) the President shall have given Executive written notice setting forth (1) the conduct deemed to constitute Cause and (2) a felony reasonable time, not less than thirty (other than a felony involving a traffic violation 30) days, within which Executive may cure (if curable) such conduct or as a result of vicarious liability)condition giving rise to Cause, and (b) Executive shall have failed to so cure within such period. For the avoidance of doubt, if cured, such conduct or condition shall not constitute “Cause” for purposes of this paragraph, no act, or failure to act, on Executive’s part Agreement. All notices shall be considered “willful” unless done or omitted to be done, by him not provided in good faith and without reasonable belief that his action or omission was in the best interests of the Companyaccordance with Section 10.1 below.

Termination by the Company for Cause. The Subject to the thirty (30) day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Executive’s 's employment hereunder for “Cause” at any timetime for Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. If the Company elects to terminate Executive’s employment Upon any such termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages, but Executive shall have no right to compensation or benefits for any period subsequent the Company shall provide ten (10) days written notice effective date of termination. For the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by mean: Executive with regard willfully engages in an act or omission which is in bad faith and to the Company which has a material adverse effect on detriment of the Company; (2) , engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerCompany, provided that the foregoing refusal shall not be “Cause” if Executive breaches this Agreement in good faith believes that such direction is illegalany material respect, unethical habitually neglects or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt materially fails to perform the his duties required of him hereunder (other than any such failure resulting solely from incapacity due to Executive's physical or mental illnessdisability or incapacity) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed the Company believes that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds not performed Executive's duties, commits or property; or (5) the Executive being is convicted of or a plea or nolo contendere to the charge of a felony (other than or any crime involving moral turpitude, uses drugs or alcohol in a felony involving a traffic violation way that either interferes with the performance of his duties or as a result of vicarious liability). For purposes of this paragraph, no act, compromises the integrity or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests reputation of the Company, or engages in any act of dishonesty involving the Company, disclosure of Company’s confidential information not required by applicable law, commercial bribery, or perpetration of fraud; provided, however, that Executive shall have at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive's termination for Cause.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for “Cause” pursuant to this Agreement at any timetime for "cause" as herein defined. If the Company elects to terminate Executive’s employment for Cause, the Company The term "cause" shall provide ten (10) days written notice mean any of the Company’s intent to terminate Executive’s employment for “Cause.” following events: (i) For purposes any act or omission constituting fraud under the laws of the State of Texas or the United States of America, or (ii) a finding of probable cause, or a plea of nolo contendere to, a felony or other crime involving moral turpitude, or (iii) willful misconduct or gross negligence by the Executive of the responsibilities of his position, or (iv) the Executive's engagement in any act of dishonesty or theft within the scope of his employment that, in the good faith judgment of the Board of Directors of the Parent Corporation, will materially injure the business, prospects or reputation of the First Texas Division and/or the Company, or (v) the breach by the Executive of any of the material terms of this Agreement, or (vi) the term “Cause” failure of the Designated Operations to meet the performance goals as a whole established from time-to-time by the Company and Executive, and such failure is not related to economic factors or conditions which are not within the control of Executive. The Board of Directors of the Company shall have the authority, based upon a good faith and reasonable determination, to determine whether or not Executive has complied with the matters covered above, and such determination shall be limited conclusive; provided, however, it is agreed that the Company will not be entitled to terminate this Agreement for cause pursuant to (iii), (iv) (v) or (vi) above unless, prior to such termination, (1) willful misconduct by the Executive has received a written reprimand detailing the acts or omissions constituting failure to comply with regard to the Company which has a material adverse effect on the Company; (iii), (iv), (v) or (vi) above, and (2) the willful refusal Executive shall have at least thirty (30) days to cure the acts or omissions which constitute violations of Executive to attempt to follow the proper written direction of the Chief Executive Officer(iii), provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal(iv), unethical or immoral and promptly so notifies the Board; (3v) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5vi) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyabove.

Termination by the Company for Cause. The Company may Company, by notice to the Executive, shall have the right to terminate the Employment Period and the Executive’s employment hereunder for in the event of any of the following (any of which shall constitute “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice purposes of the Company’s intent to terminate Executive’s employment for “Cause.”this Agreement): (i) For purposes the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony; (ii) the Executive having committed in the performance of his duties under this AgreementAgreement one or more acts or omissions constituting fraud, the term “Cause” shall be limited to (1) dishonesty or willful misconduct by Executive with regard injury to the Company which has results in a material adverse effect on the business, financial condition or results of operations of the Company; ; (2iii) the Executive having committed one or more acts constituting gross neglect or willful refusal of misconduct; (iv) the Executive having exposed the Company to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral criminal liability substantially and promptly so notifies the Board; (3) substantial and continuing willful refusal knowingly caused by the Executive to attempt to perform the duties required of him hereunder Executive; or (other than any such failure resulting from incapacity due to physical or mental illnessv) after a written demand for substantial performance is delivered to the Executive by having failed, after written warning from the Chief Executive Officer which specifically identifies Board specifying in reasonable detail the manner in which it is believed that the Executive has breach(es) complained of, to substantially and continually refused to attempt to perform his duties hereunder; under this Agreement (4) material breach of a fiduciary duty excluding, however, any failure to the Company through misappropriation of Company funds meet any performance targets or property; to raise capital or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or any failure as a result of vicarious liabilityan approved absence or any mental or physical impairment that could reasonably be expected to result in a Disability). For purposes of this paragraphthe foregoing, no act, act or failure to act, act on Executive’s the part of the Executive shall be considered “willful” or “knowingly” unless done it is done, or omitted to be done, by him not in good faith and the Executive without reasonable belief that his the Executive’s action or omission was in the best interests of the Company. Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the best interests of the Company. Any termination of employment under this Section 6(d) shall not be followed by a Severance Period and shall be without damages or liability to the Company for compensation and other benefits other than Accrued Obligations.

Termination by the Company for Cause. (a) The Company may may, during the Term, upon written notice to the Executive, terminate the Executive’s employment hereunder under this Agreement and discharge the Executive for “Cause” at Cause (as defined in Section 6.1(b)) and, in such event, except as set forth in Section 6.1, neither party shall have any time. If the Company elects to terminate Executive’s employment for Causerights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall provide ten (10) days written notice pay the Executive any amount due and owing as of the Company’s intent Termination Date pursuant to terminate Executive’s employment Section 3.1 and Section 3.2 (excluding a Bonus for “Causethe year in which the termination occurs) and Article 4.” (ib) For purposes of this AgreementAs used herein, the term “Cause”, prior to an IPO Event, shall have the meaning of “cause” under applicable law, and after an IPO Event shall be limited refer to the termination of the Executive’s employment as a result of any one or more of the following: (1i) any conviction of, or pleading of nolo contendre by, the Executive for any felony; (ii) any willful misconduct by of the Executive with regard to the Company which has a material adverse materially injurious effect on the business or reputation of the Company; (2iii) the willful refusal of Executive to attempt to follow the proper written direction dishonesty of the Chief Executive Officer, provided that which has a materially injurious effect on the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical business or immoral and promptly so notifies reputation of the BoardCompany; or (3iv) substantial and continuing willful refusal by the Executive a material failure to attempt to perform the consistently discharge his duties required of him hereunder (under this Agreement other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner his Disability (as defined in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liabilitySection 6.3(b)). For purposes of this paragraphSection 6.1, no act, act or failure to act, on the part of the Executive’s part , shall be considered “willful” unless done if it is done, or omitted to be done, by him not the Executive in good faith and without or with reasonable belief that his action or omission was in the best interests interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions under clause (iv) above within thirty (30) days of the Executive’s receipt of a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of acts or omissions constituting “Cause” and specifying the particulars thereof in detail.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the Executive’s employment hereunder for “Cause” Cause if at any time. If a meeting of the Company elects Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”) a majority of Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) For purposes Conviction of this Agreementthe Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on of an act of fraud upon the Company; ; (2iii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful Willful refusal by the Executive to attempt to perform the duties required reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as President and Chief Executive Officer of him hereunder the Company), which failure or breach continues for more than thirty (other than any such failure resulting from incapacity due to physical or mental illness30) days after a written demand for substantial performance is delivered notice given to the Executive by the Chief Executive Officer which specifically identifies Company setting forth in reasonable detail the manner in which it is believed that nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive has substantially or the Executive’s commission of an act of moral turpitude that materially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to adversely affects the Company through misappropriation of Company funds or property; or (5) has the Executive being convicted of or a plea or nolo contendere ability to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)do so. For purposes of this paragraphSection 5(f), no act, or failure to act, on the Executive’s part shall be considered “willful” deemed willful unless done done, or omitted to be done, by him not in good faith and the Executive without the reasonable belief that his action the Executive’s act, or omission failure to act, was in the best interests interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Company for Cause. The Company may may, at any time and without notice (except as required below), terminate Executive’s employment hereunder the Executive for “Causecause.” at any time. If Termination by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment Executive for “Cause.” (i) For purposes of this Agreement, the term “Causecause” shall be limited to termination based on any of the following grounds: (1a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct by Executive with regard that subjects the Company to criminal or civil liability; (d) breach of the Executive’s duty of loyalty to the Company which has a material adverse effect on or diversion or usurpation of corporate opportunities properly belonging to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4e) material breach of a fiduciary duty this Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Executive’s position; provided, however, that Executive shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the Company through misappropriation of Company funds or property; or (5) notice. In the Executive being convicted of or a plea or nolo contendere to the charge event of a felony (other than a felony involving a traffic violation termination by the Company for Cause, Executive shall be entitled to receive only that Base Salary earned on or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on before the Executive’s part last day of active service and other post-employment benefits required by law or under Company policy. Under this section, Executive shall not be considered “willful” unless done or omitted entitled to be done, by him not receive any portion of Executive’s target bonus for the period in good faith and without reasonable belief that his action or omission was in which the best interests of the Companytermination occurs.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder this Agreement and the Employment Period for “Cause” at any time. If the Company elects to terminate Executive’s employment this Agreement and the Employment Period for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment this Agreement and the Employment Period for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1A) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2B) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerBoard, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3C) substantial and continuing the willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Board which specifically identifies the manner in which it is believed that the Executive has substantially and continually willfully refused to attempt to perform his duties hereunder; (4D) the material breach by Executive of any of the restrictive covenants of Section 9 hereof or of a fiduciary duty to the Company through Company; (E) the misappropriation by Executive of Company funds or property; or (5F) the Executive being convicted of of, or making a plea or of nolo contendere to the charge of of, a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, Cause upon a resolution duly adopted by the Company shall provide ten (10) days written notice affirmative vote of not less than two-thirds of the Company’s intent to terminate Executive’s employment for entire membership of the Board. “Cause.” ” shall mean (i) For purposes Executive’s material breach of any provision of this Agreement, the term “Cause” shall be limited to (1ii) Executive’s willful misconduct by Executive with regard conduct which is demonstrably and materially injurious to the Company which has Company’s reputation, financial condition, or business relationships, (iii) Executive’s willful failure to comply with a material adverse effect on lawful directive of the Company; (2) Board regarding the willful refusal of Executive to attempt to follow the proper written strategic direction of the Chief Executive OfficerCompany, provided that (iv) Executive’s failure to comply with the foregoing Company’s written policies and procedures, including the Company’s Corporate Code of Business Conduct and Ethics and its Financial Code of Ethics, (v) Executive’s fraud, dishonesty, or misappropriation involving the Company’s assets, business, customers, suppliers, or employees, (vi) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony; or, (vii) the Executive’s continued failure or refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform satisfactorily, or gross neglect of, the Executive’s duties required of him hereunder (other than any such failure or neglect resulting from the Executive’s incapacity due to physical or mental illness). No termination of the Executive for Cause other than as set forth in (c)(v) after a or (c)(vi) above shall be effective unless the Board shall, within ninety (90) days of sufficient facts known to it to constitute Cause, give written demand for substantial performance is delivered notice to the Executive by in reasonable detail of the Chief Executive Officer which specifically identifies material facts constituting Cause and the manner in which it is believed that reasonable steps the Board believes necessary to cure, and thereafter the Executive shall have thirty (30) business days from the date of notice to cure any such occurrence otherwise constituting Cause; provided that no such notice and opportunity to cure is required if the Board has substantially previously given Executive notice and continually refused opportunity to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to cure the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companysame conduct.

Termination by the Company for Cause. The Any of the following acts or omissions shall constitute grounds for the Company may to terminate the Executive’s employment hereunder pursuant to this Agreement for “Cause” at any time. If cause”: (a) Willful misconduct by Executive causing material harm to the Company elects or repeated failure by the Executive to terminate follow the reasonable directives of the Board of Directors (or a designated committee thereof), but only if, in either case, Executive shall not have discontinued such misconduct or failure within 30 days after receiving written notice from the Company describing the misconduct or failure and stating that the Company will consider the continuation of such misconduct or failure as cause for termination of this Agreement, (b) Any material act or omission by the Executive involving gross negligence in the performance of the Executive’s employment for Causeduties to, or material deviation from any of the policies or directives of, the Company shall provide ten (10) days written notice Company, other than a deviation taken in good faith by the Executive for the benefit of the Company’s intent to terminate Executive’s employment for “Cause.”, (ic) For purposes Any illegal act by the Executive which materially and adversely affects the business of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal Company may suspend the Executive with pay while any allegation of such illegal act is investigated, or (d) any felony committed by Executive, as evidenced by conviction thereof, provided that the Company may suspend the Executive with pay while any allegation of such felonious act is investigated. Termination by the Company for cause shall not be “Cause” if accomplished by written notice to the Executive and, in good faith believes that such direction is illegalthe event of a termination pursuant to Sections 3.1(a), unethical or immoral and promptly so notifies the Board; (33.1(b), and/or 3.1(c) substantial and continuing willful refusal above, shall be preceded by a written notice providing a reasonable opportunity for the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform correct his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companyconduct.

Termination by the Company for Cause. The Subject to the thirty (30) day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Executive’s employment hereunder for “Cause” at any timetime for Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. If the Company elects to terminate Executive’s employment Upon any such termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages, but Executive shall have no right to compensation or benefits for any period subsequent the Company shall provide ten (10) days written notice effective date of termination. For the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by mean: Executive with regard willfully engages in an act or omission which is in bad faith and to the Company which has a material adverse effect on detriment of the Company; (2) , engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerCompany, provided that the foregoing refusal shall not be “Cause” if Executive breaches this Agreement in good faith believes that such direction is illegalany material respect, unethical habitually neglects or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt materially fails to perform the his duties required of him hereunder (other than any such failure resulting solely from incapacity due to Executive’s physical or mental illnessdisability or incapacity) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed the Company believes that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds not performed Executive’s duties, commits or property; or (5) the Executive being is convicted of or a plea or nolo contendere to the charge of a felony (other than or any crime involving moral turpitude, uses drugs or alcohol in a felony involving a traffic violation way that either interferes with the performance of his duties or as a result of vicarious liability). For purposes of this paragraph, no act, compromises the integrity or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests reputation of the Company, or engages in any act of dishonesty involving the Company, disclosure of Company’s confidential information not required by applicable, commercial bribery, or perpetration of fraud; provided, however, that Executive shall have at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive’s termination for Cause.

Termination by the Company for Cause. The Upon written notice to the Executive, the Company may terminate the Executive’s employment hereunder for “Cause” at if any time. If of the following events shall occur: (a) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (b) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company, which failure or refusal continues for more than thirty (30) days after notice is given to the Executive, such notice to set forth in reasonable detail the nature of such failure or refusal; (c) the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or misappropriation or which could reflect negatively upon the Company elects to terminate or otherwise impair or impede its operations; (d) the Executive’s employment engaging in any misconduct, gross negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence or any activity that could result in any material violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates; (e) the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company; (f) the Executive’s refusal to follow the directions of the Board, unless such directions are, in the written opinion of legal counsel, illegal or in violation of applicable regulations; or (g) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates. In the event Executive is terminated for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Section 3, or, except as otherwise required by law, to provide ten (10) days written notice of the Company’s intent to terminate benefits described in Section 3, for periods after the Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect is terminated on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction account of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted discharge for Cause except for amounts payable pursuant to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CompanySection 4.1.

Termination by the Company for Cause. (i) The Company may terminate the Executive’s 's employment hereunder for “Cause” Cause at any timetime pursuant to a Notice of Termination for Cause (as defined below). If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” Cause shall be limited to mean (1A) willful misconduct by Executive with regard to the Company which that has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5B) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s 's part shall be considered “"willful” " unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. Upon termination of the Executive's employment for Cause, the Company shall have no further obligations under this Agreement other than to pay to the Executive the Accrued Benefits. (ii) For purposes of this Agreement, a "Notice of Termination for Cause" shall mean a notice that shall indicate the specific termination provision in Section 4(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide for a basis for termination for Cause. Further, a Notification of Termination for Cause shall be required to include a copy of a resolution duly adopted by at least two-thirds (_) of the entire membership of the Board at a meeting of the Board which was called for the purpose of considering such termination and which Executive and his representative had the right to attend and address the Board, finding that, in the good faith of the Board, Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in reasonable detail. The date of termination for a termination for Cause shall be the date indicated in the Notice of Termination for Cause. Any purported termination for Cause that is held by a court not to have been based on the grounds set forth in this Section 4(c) or not to have followed the procedures set forth in this Agreement shall be deemed a termination by the Company without Cause.

Termination by the Company for Cause. The Company may shall have the right at any time by vote of three-quarters (3/4) of the members of the Board (exclusive of the Executive) to terminate the Executive’s employment hereunder for “Cause” at upon the occurrence of any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” following events: (i) For purposes a material breach of this Agreement, Agreement by the term “Cause” shall be limited to Executive that is not cured within fifteen (115) willful misconduct days after written demand by Executive with regard to the Company which has a material adverse effect on the Company; (2ii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach Executive’s conviction of a fiduciary duty to felony following the Company through misappropriation exhaustion of Company funds or property; or (5) the Executive being convicted of all appeals or a plea of guilty or nolo contendere to a felony; (iii) the charge Executive’s abuse of alcohol or controlled substances that has a felony detrimental effect upon the Executive’s performance of his duties and that is not cured within thirty (other than a felony involving a traffic violation 30) days after written demand by the Company; or as a result of vicarious liability(iv) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, and that is not cured within fifteen (15) days after written demand by the Company (all such events in clauses (i) – (iv), collectively, “Cause”). For purposes of this paragraphsuch determination of Cause, no act, or failure to act, on the Executive’s part shall be considered deemed “willful” unless done done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action the Executive’s act, or omission failure to act, was in the best interests interest of the Company, and in the event of a dispute, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists. The Executive shall have the right to address the Board with counsel present before any dismissal for Cause shall become effective.

Termination by the Company for Cause. The This Agreement may be terminated by the Company may terminate Executive’s employment hereunder "for “Cause” at any timecause," as defined below, by delivering to Tauscher written notice xxxxxxxing the cause and granting Tauscher fifteen (15) dxxx xx xespond to the Board of Directors. If this Agreement is terminated by the Company elects for cause, Tauscher shall only be xxxxxxxx to terminate Executive’s employment the Fee earned by him to the date of termination with no entitlement to any Fee continuation payments. The determination as to whether termination shall be for Cause, cause shall be made by the Board of Directors of the Company in the exercise of its business judgment. Termination of this Agreement by the Company for cause shall provide ten (10) days written notice of the Company’s intent be deemed to terminate Executive’s employment for “Cause.”have occurred only if: (i) For purposes termination shall have been the result of this Agreement, an act or acts of dishonesty on Tauscher's part constitxxxxx x xxlony or intended to result directly or indirectly in substantial gain or personal enrichment to him at the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on expense of the Company; or (2ii) termination shall have been the willful refusal result of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt Tauscher's wixxxxx xxx continued failure substantially to perform the duties required of him hereunder Services (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive Tauscher by the Chief Executive Officer Board ox Xxxxxxors of the Company which specifically identifies the manner in which it such Board believes that Tauscher has not substaxxxxxxx performed the Services and Tauscher is believed that the Executive has given a reaxxxxxxx time after such demand substantially and continually refused to attempt to perform his duties hereundersuch Services; or (4iii) termination shall have been the result of a material breach of a fiduciary duty this Agreement. Tauscher's employment sxxxx xx xx event be considered to have been terminated by the Company through misappropriation of Company funds or property; or (5) for cause if the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, act or failure to act, on Executive’s part shall be considered “willful” unless act upon which the termination is based (A) was done or omitted to be done, by him done without intent of gaining therefrom directly or indirectly a profit to which Tauscher was not in legallx xxxxxxed and as a result of his good faith and without reasonable belief that his action such act or omission failure to act was in or was not opposed to the best interests of the Company, or (B) is an act or failure to act in respect of which Tauscher meets the applxxxxxx xtandard of conduct prescribed for indemnification or reimbursement of expenses under the Bylaws of the Company or the laws of its state of incorporation.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment hereunder for “"Cause” " at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten time within ninety (1090) days written notice after the Chairman of the Company’s intent to terminate Executive’s employment for “CauseAudit or Governance Committee of the Board has knowledge thereof.” (i) For purposes of this Agreement, the term “"Cause” " shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, the President, an Executive Vice President, or the Board of Directors, provided that the foregoing refusal shall not be “"Cause” " if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Officer, the President, an Executive Vice President, or the Board of Directors, which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; or (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s 's part shall be considered “"willful” " unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited mean (i) failure or refusal to perform the Executive’s duties as President of Xxxx Brass after written notice from the CEO; (1ii) willful misconduct by Executive with regard or gross negligence in the performance of the Executive’s duties to the Company which that has a material an adverse effect on the Company after receipt of at least one warning from the Company; (2iii) the willful refusal intentional breach of Executive to attempt to follow the proper a written direction covenant with or written policy of the Chief Executive OfficerCompany relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, provided illegal drugs or controlled substances while working or while on the property of the Company or Xxxx Brass or any of their affiliated entities; (v) conviction of or plea of nolo contendere to a felony; or (vi) dishonest, disloyal or illegal conduct or gross misconduct which materially and adversely affects the Executive’s performance or the reputation or business of the Company or Xxxx Brass or any of their affiliated entities (it being agreed that a xxxxx offense or a violation of the foregoing refusal motor vehicle code shall not be constitute Cause) provided, however, that prior to the determination that “Cause” if Executive in good faith believes that such direction is illegalunder clause (i), unethical (ii), (iii), (iv) or immoral and promptly so notifies (vi) of this Section 1.05 has occurred, the Board; Board shall (3x) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered provide to the Executive by in writing, in reasonable detail, the Chief Executive Officer which specifically identifies reasons for the manner in which it is believed determination that such “Cause” exists, (y) afford the Executive has substantially a thirty (30) day opportunity to remedy any such breach, if such breach is capable of being remedied during such 30 day period, and continually refused (z) provide the Executive an opportunity to attempt be heard prior to perform his duties hereunder; (4) material breach the final decision to terminate the Executive’s employment hereunder for such “Cause”. Notwithstanding the preceding sentence, the Board may terminate the Executive without any advance notification if the “Cause” event is incapable of a reasonably prompt cure or if the Board determines that its fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this paragraphAgreement, no act, act or failure to act, act on the Executive’s part shall be considered “willful” unless done it is done, or omitted to be done, by him not the Executive in good bad faith and or without reasonable belief that her/his action or omission was in the best interests of the Company or any successor or affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company, or any successor or affiliate thereof.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If Termination by the Company elects to terminate of the Executive’s 's employment for cause (hereinafter referred to as "Termination for Cause"), the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”mean termination upon: (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) i. the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal continued failure by the Executive to attempt to substantially perform the Executive's material duties required of him hereunder with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Board, which demand specifically identifies the manner in which it is believed material duties that the Board believes that the Executive has not substantially performed, or ii. the willful engaging by the Executive in conduct that is demonstrably and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty materially injurious to the Company through misappropriation of Company funds Company, monetarily or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)otherwise. For purposes of this paragraphParagraph 6, no act, or failure to act, on the Executive’s part 's part, shall be considered “deemed "willful” " unless done done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his the Executive's action or omission was in the best interests interest of the Company, or the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, or iii. the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a resolution by the affirmative vote of no less than two-thirds (2/3) of the entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iii) of this paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered to the Executive.

Termination by the Company for Cause. The Subject to the thirty (30) day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Executive’s employment hereunder for “Cause” at any timetime for Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. If the Company elects to terminate Executive’s employment Upon any such termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages, but Executive shall have no right to compensation or benefits for any period subsequent the Company shall provide ten (10) days written notice effective date of termination. For the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by mean: Executive with regard willfully engages in an act or omission which is in bad faith and to the Company which has a material adverse effect on detriment of the Company; (2) , engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive OfficerCompany, provided that the foregoing refusal shall not be “Cause” if Executive breaches this Agreement in good faith believes that such direction is illegalany material respect, unethical habitually neglects or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt materially fails to perform the his duties required of him hereunder (other than any such failure resulting solely from incapacity due to Executive’s physical or mental illnessdisability or incapacity) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed the Company believes that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than not performed Executive’s duties, commits a felony involving moral turpitude, uses drugs or alcohol in a traffic violation way that either interferes with the performance of his duties or as a result of vicarious liability). For purposes of this paragraph, no act, compromises the integrity or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests reputation of the Company, or engages in any act of dishonesty involving the Company, disclosure of Company’s confidential information not required by applicable law, commercial bribery, or perpetration of fraud; provided, however, that Executive shall have at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive’s termination for Cause.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder this Agreement for “Cause” Cause at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days upon written notice to the Executive setting forth in reasonable detail the nature of the Company’s intent to terminate Executive’s employment for “such Cause.” (i) . For purposes of this Agreement, Cause is defined as (i) the term “Cause” shall be limited to Executive's willful and material breach of the terms of this Agreement; (1ii) the Executive's commission of any felony or any crime involving moral turpitude; (iii) gross negligence or willful misconduct by the Executive in connection with regard to the Company which has a material adverse effect on the Company; his position hereunder, (2iv) the Executive's willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the his duties required of him hereunder (other than any such a failure resulting from incapacity due to physical disability) that results in material harm to the Company, after written notice specifying the failure and a reasonable opportunity of at least forty-five (45) days to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) or mental illness(v) a material and willful breach by Executive of any of his obligations hereunder and the failure of Executive to cure such breach within forty-five (45) days after receipt by Executive of a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach notice of a fiduciary duty to the Company through misappropriation specifying in reasonable detail the nature of the breach. The Company funds or property; or (5) the Executive being convicted intends that "Cause" must be based only on meaningful and significant matters and not on matters of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)minor importance. For purposes of this paragraphSection, no an act, or failure to act, on Executive’s 's part shall be considered “"willful” unless done " only if done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Company. Upon the termination for Cause of Executive's employment, the Company shall have no further obligation or liability to the Executive other than for salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation and unreimbursed expenses.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects by providing a Notice of Termination for Cause to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Causeas provided herein.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction means any of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral following: (A) Executive’s willful and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt continued failure substantially to perform the duties required of him hereunder his position (other than any such failure resulting from incapacity due to physical as a result of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, or mental illness) after a written demand for substantial performance is delivered to as defined under the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation Company’s long-term disability plan, or as a result of vicarious liabilitytermination by Executive for Good Reason), provided that such “Cause” shall have been found by a majority vote of the Board after at least ten (10) days’ written notice to Executive specifying the failure on the part of Executive and giving Executive the opportunity to cure his actions or inactions in the event that they are susceptible to cure within ten (10) days of written notice, an opportunity for Executive to be heard at a meeting of the Board, and delivery of a “Notice of Termination for Cause,” as provided below; (B) any willful act or omission by Executive constituting dishonesty, fraud or other malfeasance, and any act or omission by Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company; or (C) Executive’s indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business. For purposes of this paragraphdefinition, no act, act or failure to act, on Executive’s part act shall be considered deemed “willful” unless done or omitted to be done, effected by him Executive not in good faith and without a reasonable belief that his such action or omission failure to act was in or not opposed to the best interests of the Company.

Termination by the Company for Cause. The Company may discharge Executive and thereby terminate Executive’s her employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days upon written notice to Executive provided within 60 days of the Company’s intent to terminate Executive’s employment event, for “Cause.” any of the following reasons: (i) For purposes material and continued violation of any policy regarding substance abuse as may be promulgated by the Company from time to time and given in writing to Executive; (ii) the willful failure to attempt to substantially perform the duties or responsibilities of her position; (iii) any material breach of any covenant or agreement contained in SECTIONS 7 AND 8 of this Agreement, the term “Cause” shall be limited to ; (1iv) engaging in willful misconduct by Executive with regard to the Company that causes material damage to the Company or its business reputation; (v) conviction (by trial or guilty plea) or a plea of non-contest, NOLO CONTENDERE or similar plea to a felony which has a material adverse effect on become non-appealable; (vi) adjudication as an incompetent; or (vii) misappropriation of any funds or property of the Company materially affecting the Company; provided, however, that with respect only to subsections (2i), (ii) and (iii) above, the willful refusal of Company shall not discharge Executive for cause unless Executive fails, refuses or for any reason does not cure such violation to attempt to follow the proper written direction reasonable satisfaction of the Chief Company within 30 days following written notice from the Company that there exists a reason for discharge for cause. Notice shall indicate the specific termination provision in Section 6(a) relied upon and shall set forth in reasonable detail the facts and circumstances which provide for a basis for Termination for Cause. Further, notice shall be required to include a copy of a resolution duly adopted by at least two-thirds (2/3) of the entire membership of the Board at a meeting of the Board which was called for the purpose of considering such termination and which Executive Officerand his representative had the right to attend and address the Board, provided that finding that, in the foregoing refusal good faith of the Board, Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in reasonable detail. The date of termination for a Termination for Cause shall be the date indicated in the notice. Any purported Termination for Cause which is held by a court not to have been based on the grounds set forth in this Agreement or not to have followed the procedures set forth in this Agreement shall be “deemed a Termination by the Company without Cause” . No action or inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive as not being adverse to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. In the event that the Company shall discharge Executive pursuant to this SECTION 6(A), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to Executive: (i) any portion of Executive's Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to Executive under the terms of the benefit plans of the Company in which she is a participant, which benefits shall be paid in accordance with the terms of those plans.

Termination by the Company for Cause. The Company Executive may terminate Executive’s employment hereunder be terminated for “Cause” at any time. If by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreementas provided below. As used herein, the term “Cause” shall be limited to mean (1i) willful misconduct conviction of the Executive for a felony; (ii) the commission by the Executive with regard of fraud or theft against, or embezzlement from, the Company, in each case that is materially and demonstrably damaging to the Company which has a material adverse effect on financial condition of the Company; and (2iii) gross abdication in the willful refusal performance of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the his duties required of him hereunder (other than any such failure resulting from incapacity due as a result of a disability or personal family problems) that has resulted in substantial and material damage to physical or mental illness) the Company, after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Board which specifically identifies the manner in which it is believed that the Executive Board believes he has not substantially and continually refused to attempt to perform performed his duties hereunder; (4) material breach of a fiduciary duty and he has been provided with reasonable opportunity to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)cure any alleged gross abdication. For purposes of this paragraphsection, no act, act or failure to act, act on Executive’s part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 3(a) and specifying the particulars thereof in detail. As set forth more fully in Section 3(f) hereof, the “Date of Termination” (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the “Notice of Termination;” provided, however, that in the case of a termination for Cause under clauses 3(a)(i) and 3(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s employment this Agreement for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) . For purposes of this Agreement, the term “"Cause” shall be limited to " means (1a) willful misconduct an act or acts of personal dishonesty taken by Executive with regard and intended to result in substantial personal enrichment of Executive at the expense of the Company, (b) repeated violations by Executive of his obligation under paragraph 2.2 which are demonstrably willful and deliberate on Executive's part and are not remedied within a reasonable period after Executive's receipt of notice of such violation from the Company which has a material adverse effect on the Company; or (2c) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if engaging by Executive in good faith believes illegal conduct that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered materially demonstrably injurious to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphparagraph 4.2, no act, or failure to act, on Executive’s 's part shall be considered “"dishonest," "willful” " or "deliberate" unless done done, or omitted to be done, by him not Executive in good bad faith and without reasonable belief that his Executive's action or omission was in, or not opposed to, the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding.the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than one-half of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth above in this paragraph 4.2 and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” may, at any time. If time and without notice (except as required below), terminate the Employee for "cause." Termination by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment Employee for “Cause.” (i) For purposes of this Agreement, the term “Cause” "cause" shall be limited to termination based on any of the following grounds: (1a) fraud, misappropriation, embezzlement or material acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct by Executive with regard that subjects the Company to criminal or civil liability; (d) breach of the Employee's duty of loyalty to the Company which has a material adverse effect on or diversion or usurpation of corporate opportunities properly belonging to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4e) material breach of a fiduciary duty this Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Employee's position; provided, however, that Employee shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Employee with written notice making specific reference to this Section 4.3 that the Company considers the Employee to be in violation of Employee's obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the Company through misappropriation of Company funds or property; or (5) notice. In the Executive being convicted of or a plea or nolo contendere to the charge event of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraphtermination by the Company for Cause, no act, or failure to act, on Executive’s part Employee shall be considered “willful” unless done entitled to receive only that Base Salary earned on or omitted before the Employee's last day of active service and other post-employment benefits required by law or under Company policy. Under this Section 4.3, Employee shall not be entitled to be done, by him not receive any portion of any bonus for the period in good faith and without reasonable belief that his action or omission was in which the best interests of the Companytermination occurs.

Termination by the Company for Cause. The Company may shall have the right to terminate Executive’s Employee's employment hereunder for “Cause” at any time. If with the Company elects For Cause (as such term is hereinafter defined), effective upon notice of termination to terminate Executive’s employment for CauseEmployee. As used herein, the Company term "For Cause" shall provide ten mean (10i) days written notice Employee's repeated failure, in the reasonable judgment of the Company’s intent 's board of directors, to terminate Executive’s employment for “Cause.” (i) For purposes substantially perform his assigned duties or responsibilities as Chief Executive Officer and Chief Technology Officer of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has as reasonably directed or assigned by the Company's board of directors (other than a material adverse effect on failure resulting from the Employee's Disability); (ii) Employee engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company; (2iii) Employee's knowing violation of a federal or state law or regulation directly or indirectly applicable to the willful refusal of Executive to attempt to follow the proper written direction business of the Chief Executive OfficerCompany, provided that which violation was or is reasonably likely to be injurious to the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the BoardCompany; (3iv) substantial Employee's material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and continuing willful refusal by the Executive to attempt to perform Company; (v) repeated misuse (following at least one written warning from the duties required Company) of him hereunder (alcohol, narcotics, or other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance controlled substances that is delivered materially detrimental to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed Company and that the Executive has substantially and continually refused to attempt to perform materially interferes with Employee's performance of his duties hereunder; or (4vi) Employee being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material breach property belonging to, the Company, provided, however, in all cases other than Employee being convicted of, or entering a plea of nolo contendere to, a fiduciary duty felony, that prior to the Company through misappropriation of having the right to terminate Employee's employment with the Company funds or property; or For Cause pursuant to this Subsection 6(a), (51) the Executive being convicted Company's board of or a plea or nolo contendere directors must first provide written notice to Employee describing in reasonable detail the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). basis upon which the Company would terminate Employee's employment with the Company For purposes of this paragraph, no act, or failure Cause and the Employee must have had opportunity to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of address the Company.'s board of directors, with counsel, regarding such alleged basis; and

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder may be terminated for “Cause” at any time. If by the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreementas provided below. As used herein, the term “Cause” shall be limited to mean (1i) willful misconduct by conviction of the Executive with regard to the Company which has for a material adverse effect on the Companyfelony; or (2ii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal commission by the Executive to attempt to perform of fraud or theft against, or embezzlement from, the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphsection, no act, act or failure to act, act on the Executive’s part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not the Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after no less than ten (10) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. The Date of Termination shall be the date the Board resolution specified herein is delivered to the Executive. Anything herein to the contrary notwithstanding, if, following a termination of the Executive’s employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company may terminate the Term and Executive’s employment hereunder for Cause (as defined below), and such termination for Cause shall be effective immediately upon provision of notice to Executive that her employment has been terminated for Cause. For purposes of this Agreement, “Cause” at shall mean: (i) Executive’s willful breach of Section 7(b), (c), or (d) or Section 8, 9, or 10 of this Agreement; (ii) Executive’s willful failure to follow a lawful directive of the Board; (iii) Executive’s willful misconduct or gross negligence in the performance or nonperformance of any time. If of her duties or responsibilities; (iv) Executive’s dishonesty or fraud with respect to the business or affairs of any J.Jxxx Company; (v) Executive’s conviction of or plea of no contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected to result, in material harm to the business or reputation of the Company; or (vi) Executive’s use of alcohol or drugs in a manner that materially interferes with the performance of her duties for the J.Jxxx Companies; provided, however, that in the event of a breach, a failure or negligence described in clauses (i), (ii) or (iii) and in the first instance of a use of alcohol or drugs having the consequence described in clause (vi), in any such case, which can be cured by Executive, the Company elects shall provide Executive with notice of the facts and circumstances which constitute Cause and shall provide Executive no less than ten (10) business days in which to cure such breach, failure, negligence or use and shall not terminate Executive for Cause if Executive cures such breach, failure, negligence or use within such ten (10) day period. In the event of termination of Executive’s employment for Cause, no compensation or benefits shall be payable to Executive after the Company shall provide ten (10date of such termination, except as provided for in paragraph 6(f) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder Upon delivery to Executive of a written notice terminating this Agreement for “Cause” at any time. If Cause (as such term is defined below), which notice shall be supported by a reasonably detailed statement of the Company elects to terminate Executive’s employment relevant facts and reasons for Causetermination, the Company shall provide ten shall, within thirty (1030) days written notice following such termination, pay Executive all salary then due and payable through the date of the Company’s intent termination and all unpaid Deferred Compensation. Executive shall not be entitled to terminate Executive’s employment for “Cause.” (i) any severance compensation or any accrued vacation pay or bonuses. For purposes of this Agreement, the term “"Cause” " shall be limited to mean: (1a) willful misconduct by Executive shall have committed an act of fraud, embezzlement or theft with regard respect to the Company which has a material adverse effect on property or business of the Company; , in any such event in such a manner as to cause material loss, damage or injury to the Company; (2b) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal have materially breached this Agreement as determined by the Board and such breach shall have continued for a period of twenty (20) days after receipt of written notice from the Board specifying such breach; (c) Executive to attempt to perform shall have been grossly negligent in the duties required performance of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder, intentionally not performed or mis-performed any of such duties, or refused to abide by or comply with the reasonable and lawful directives of the CEO and/or Board, in each case as reasonably determined by the CEO and/or Board, which action shall have continued for a period of twenty (20) days after receipt of written notice from the CEO and/or Board demanding such action cease or be cured; or (4d) material breach of a fiduciary duty to the Company through misappropriation of Company funds Executive shall have been found guilty of, or property; or (5) the Executive being convicted of or a plea or has plead nolo contendere to to, the charge commission of a felony (offense or other than a felony crime involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companymoral turpitude.

Termination by the Company for Cause. The Company may may, at its option, terminate Executive’s employment hereunder for “Cause” at any time. If the Company elects to terminate Executive’s 's employment for "Cause, " (as defined below) as determined in good faith by a majority of the Company Board (exclusive of Executive if Executive shall provide ten then serve as a member of the Board) by giving a notice of termination to Executive specifying the reasons for termination and if Executive shall fail to cure same within thirty (1030) days written of him receiving the notice of termination his Employment shall terminate at the Company’s intent end of such thirty (30) day period; provided, however, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured within such thirty (30) day period, then such cure period shall not apply and Executive's employment shall terminate on the date of Executive’s employment for “'s receipt of the notice of termination. "Cause.” " shall mean (i) For purposes Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes gross negligence, malfeasance, willful misconduct or other conduct that is materially injurious to the Company or any of its affiliates; (iii) a material breach by Executive of this Agreement, the term “Cause” shall be limited ; (iv) a continuing failure to (1) willful misconduct perform such duties as are assigned to Executive by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officerin accordance with this Agreement, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such a failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner Disability as defined in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunderSection 4.1.2 hereof; (4v) material breach Executive's knowingly taking any action on behalf of a fiduciary duty to the Company through misappropriation or any of its affiliates without appropriate authority to take such action; (vi) Executive's knowing taking any action in conflict of interest with the Company funds or property; or (5) the Executive being convicted any of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on its affiliates given Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of 's position with the Company.

Termination by the Company for Cause. The Company Executive may terminate Executive’s employment hereunder be terminated for “"Cause” at any time. If " by the Company elects to terminate Executive’s employment for Causeas provided below. As used herein, the Company term "Cause" shall provide ten mean (10i) days conviction of the Executive of a felony; (ii) if Executive is not disabled (as defined below), a willful failure or refusal to substantially perform the duties and services specified herein for a period of not less than thirty (30) days, and after having been afforded (x) written notice of any alleged failure to substantially perform such duties and services and (y) a reasonable opportunity to cure any alleged failure; (iii) the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes commission by the Executive of this Agreementfraud or theft against, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on or embezzlement from, the Company; or (2iv) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal gross misconduct intentionally undertaken by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance that is delivered demonstrably and materially injurious to the Executive by operations of the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphsection, no act, act or failure to act, act on Executive’s 's part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company.. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 11(a) and specifying the particulars thereof in detail. As set forth more fully in Section 11(f) hereof, the "Date of

Termination by the Company for Cause. The Company may may, at its option, terminate Executive’s 's employment hereunder for “Cause” at any time. If (as defined below) as determined in good faith by a majority of the Company elects Board (exclusive of Executive if Executive shall then serve as a member of the Board) by giving a notice of termination to terminate Executive’s employment Executive specifying the reasons for Cause, the Company termination and if Executive shall provide ten fail to cure same within thirty (1030) days written of him receiving the notice of termination his Employment shall terminate at the Company’s intent end of such thirty (30) day period; provided, however, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured within such thirty (30) day period, then such cure period shall not apply and Executive's employment shall terminate on the date of Executive’s employment for “Cause.” (i) For purposes 's receipt of this Agreement, the term notice of termination. “Cause” shall be limited to mean (1i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes gross negligence, malfeasance, willful misconduct by Executive with regard or other conduct that is materially injurious to the Company which has or any of its affiliates; (iii) a material adverse effect on the Companybreach by Executive of this Agreement; (2iv) the willful refusal of a continuing failure to perform such duties as are assigned to Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (Company in accordance with this Agreement, other than any such a failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner Disability as defined in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunderSection 3.1.2 hereof; (4v) material breach Executive’s knowingly taking any action on behalf of a fiduciary duty to the Company through misappropriation or any of Company funds or propertyits affiliates without appropriate authority to take such action; or (5vi) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done knowing taking any action in conflict of interest with the Company or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests any of its affiliates given Executive’s position with the Company.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate this Agreement and Executive’s employment hereunder with the Company for “Cause” at any timeas provided in this Section 7.4. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, the term “Cause” shall be limited mean the occurrence of one or more of the following events: (a) the willful and continued failure of Executive to (1) willful misconduct by Executive with regard perform substantially his duties owed to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner nature of such non-performance, (b) the willful engaging by Executive in which it is believed that the Executive has substantially gross misconduct significantly and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty demonstrably injurious to the Company through misappropriation of Company funds or property; Company, or (5c) conduct by Executive in the Executive being convicted course of his employment which is a felony or a plea or nolo contendere fraud that results in material harm to the charge Company. No act or omission on the part of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part Executive shall be considered “willful” unless it is done or omitted to be done, by him not in good bad faith and or without reasonable belief that his the action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause without (i) reasonable notice to Executive setting forth the reasons for the Company’s intention to terminate for Cause, (ii) an opportunity for Executive, together with his counsel, to be heard before the Board of Directors of the Company, and (iii) delivery to the Executive of a notice of termination from the Board of Directors finding that in the good faith opinion of three-quarters (3/4) of the Board of Directors that Executive was guilty of conduct set forth in clause (a), (b) or (c) above and specifying the particulars thereof in detail. Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, provided, however, that the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date and, provided further that termination of Executive’s employment shall not affect the Company’s obligations referred to in Section 7.7. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

Termination by the Company for Cause. The Employment may be terminated by the Company may terminate Executive’s employment hereunder for Cause (as defined below) without further liability on the part of the Company effective immediately upon written notice to Employee. Only the following shall constitute “Cause” at for such termination: (i) the commission of any time. If act by Employee constituting financial dishonesty against the Company elects to terminate Executiveor its subsidiaries (which act would be chargeable as a crime under applicable law); (ii) Employee’s employment for Causeengaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the willful and repeated failure by Employee to follow the directives of the Board; (iv) any material misconduct, material violation of the Company’s written policies, or willful and deliberate non-performance of duty by Employee in connection with the business affairs of the Company or its Subsidiaries; and (v) Employee’s material breach of this Agreement or the Non-Disclosure Agreement (as defined below). Notwithstanding the foregoing, there shall provide be no termination for Cause pursuant to Sections 6(a)(iii), (iv) or (v) without Employee first being given, not less than ten (10) days written notice of by the Company’s intent Board, a reasonable opportunity to terminate Executive’s employment for “Cause.” (i) For purposes of this Agreement, be heard before the term Board and a reasonable opportunity to cure the actions or omissions giving rise to “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has extent such cure is reasonably possible) within a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companytime period.

Termination by the Company for Cause. The Employee's employment under this Agreement may be terminated by the Company may terminate Executive’s employment hereunder for “Cause” at any timetime for cause. If Only the Company elects to terminate Executive’s employment following actions, failures, or events by or affecting Employee shall constitute "cause" for Cause, the Company shall provide ten (10) days written notice termination of Employee by the Company’s intent to terminate Executive’s employment for “Cause.” : (i) For purposes of this Agreement, the term “Cause” shall be limited willful and continued failure by Employee to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, substantially perform his duties provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) herein after a written demand for substantial performance is delivered to the Executive Employee by the Chief Executive Officer or Board of Directors of the Company, which specifically demand identifies with reasonable specificity the manner in which it is believed that the Executive Employee has not substantially performed his duties, and continually refused Employee's failure to attempt to perform his duties hereundercomply with such demand within a reasonable time; (4ii) material breach of a fiduciary duty the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company through misappropriation of Company funds or propertyCompany; or (5iii) the Executive being convicted commission of any act in direct competition with or a plea or nolo contendere materially detrimental to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company; or (iv) Employee's conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company finding that, in the good faith opinion of the Board of Directors, the Company has 3 cause for the termination of the employment of Employee as set forth in any of clauses (i) through (iv) above and specifying the particulars thereof in reasonable detail. The findings of the Board of Directors shall not be binding on the arbitrators or other finders of fact in connection with any litigation or dispute arising out of this Agreement.

Termination by the Company for Cause. The Company Executive may terminate Executive’s employment hereunder be terminated for “"Cause” at any time. If " by the Company elects to terminate Executive’s employment for Causeas provided below. As used herein, the Company term "Cause" shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.” mean (i) For purposes conviction of this Agreement, the term “Cause” shall be limited to Executive for a felony; or (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2ii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal commission by the Executive to attempt to perform of fraud or theft against, or embezzlement from, the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)Company. For purposes of this paragraphsection, no act, act or failure to act, act on Executive’s 's part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after no less than ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(e) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The Company Executive may terminate Executive’s employment hereunder be terminated for “"Cause” at any time. If " by the Company elects to terminate Executive’s employment for Causeas provided below. As used herein, the Company term "Cause" shall provide ten mean (10i) days written notice conviction of the Executive for a felony; (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company, in each case that is materially and demonstrably damaging to the financial condition of the Company’s intent to terminate Executive’s employment for “Cause.” ; and (iiii) For purposes gross abdication in the performance of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the his duties required of him hereunder (other than any such failure resulting from incapacity due as a result of a disability or personal family problems) that has resulted in substantial and material damage to physical or mental illness) the Company, after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer Board which specifically identifies the manner in which it is believed that the Executive Board believes he has not substantially and continually refused to attempt to perform performed his duties hereunder; (4) material breach of and he has been provided with a fiduciary duty reasonable opportunity to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)cure any alleged gross abdication. For purposes of this paragraphsection, no act, act or failure to act, act on Executive’s 's part shall be considered “willful” unless done to be reason for termination for Cause if done, or omitted to be done, by him not Executive in good faith and without with the reasonable belief that his the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause based upon the conviction of the Executive for a felony, such conviction is overturned in a final determination on appeal, the Executive shall be entitled to the payments and the economic equivalent of the benefits the Executive would have received if his employment had been terminated by the Company without Cause.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the Executive’s employment hereunder for “Cause” Cause if at any time. If a meeting of the Company elects Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Cause.”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) For purposes Conviction of this Agreementthe Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on of an act of fraud upon the Company; ; (2iii) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful Willful refusal by the Executive to attempt to perform the duties required reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Lending Officer of him hereunder the Company), which failure or breach continues for more than thirty (other than any such failure resulting from incapacity due to physical or mental illness30) days after a written demand for substantial performance is delivered notice given to the Executive by the Chief Executive Officer which specifically identifies Company setting forth in reasonable detail the manner in which it is believed that nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive has substantially or the Executive’s commission of an act of moral turpitude that materially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to adversely affects the Company through misappropriation of Company funds or property; or (5) has the Executive being convicted of or a plea or nolo contendere ability to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability)do so. For purposes of this paragraphSection 5(f), no act, or failure to act, on the Executive’s part shall be considered “willful” deemed willful unless done done, or omitted to be done, by him not in good faith and the Executive without the reasonable belief that his action the Executive’s act, or omission failure to act, was in the best interests interest of the Company. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Company for Cause. The Company may shall have the right to terminate Executive’s Employee's employment hereunder for “Cause” at any time. If with the Company elects For Cause (as such term is hereinafter defined), effective upon notice of termination to terminate Executive’s employment for CauseEmployee. As used herein, the Company term "For Cause" shall provide ten mean (10i) days written notice Employee's repeated failure, in the reasonable judgment of the Company’s intent 's board of directors, to terminate Executive’s employment for “Cause.” (i) For purposes substantially perform his assigned duties or responsibilities as Senior Executive Vice President of this Agreement, the term “Cause” shall be limited to (1) willful misconduct by Executive with regard to the Company which has as reasonably directed or assigned by the Company's board of directors (other than a material adverse effect on failure resulting from the Employee's Disability); (ii) Employee engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company; (2iii) Employee's knowing violation of a federal or state law or regulation directly or indirectly applicable to the willful refusal of Executive to attempt to follow the proper written direction business of the Chief Executive OfficerCompany, provided that which violation was or is reasonably likely to be injurious to the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the BoardCompany; (3iv) substantial Employee's material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and continuing willful refusal by the Executive to attempt to perform Company; (v) repeated misuse (following at least one written warning from the duties required Company) of him hereunder (alcohol, narcotics, or other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance controlled substances that is delivered materially detrimental to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed Company and that the Executive has substantially and continually refused to attempt to perform materially interferes with Employee's performance of his duties hereunder; or (4vi) Employee being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material breach property belonging to, the Company, provided, however, in all cases other than Employee being convicted of, or entering a plea of nolo contendere to, a fiduciary duty felony, that prior to the Company through misappropriation of having the right to terminate Employee's employment with the Company funds or property; or For Cause pursuant to this Subsection 6(a), (51) the Executive being convicted Company's board of or a plea or nolo contendere directors must first provide written notice to Employee describing in reasonable detail the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). basis upon which the Company would terminate Employee's employment with the Company For purposes of this paragraph, no act, or failure Cause and the Employee must have had opportunity to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of address the Company.'s board of directors, with counsel, regarding such alleged basis; and

Termination by the Company for Cause. 4.3.1. The Company may may, at any time and without notice (except as required below), terminate Executive’s employment hereunder the Executive for “Cause” at any time. If the Company elects to terminate Executive’s employment for Cause, the Company shall provide ten (10) days written notice of the Company’s intent to terminate Executive’s employment for “Causecause.” (i) For purposes 4.3.2. Termination by the Company of this Agreement, the term Executive for “Causecause” shall be limited to termination based on any of the following grounds: (1a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct by Executive with regard that subjects the Company to criminal liability; (d) breach of the Executive’s duty of loyalty to the Company which has a material adverse effect on or diversion or usurpation of corporate opportunities properly belonging to the Company; (2) the willful refusal of Executive to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4e) material breach of a fiduciary duty this Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Executive’s position; provided, however, that Executive shall not be terminated for cause under subsection (e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the notice. 4.3.3. In the event of a termination by the Company through misappropriation for Cause, Executive shall be entitled to receive only that Base Salary earned on or before the Executive’s last day of active service and other post-employment benefits required by law or under Company funds or property; or (5) policy. Under this section, Executive shall not be entitled to receive any portion of Executive’s Annual Bonus for the Executive being convicted of or a plea or nolo contendere calendar year in which the termination occurs but shall receive any accrued and unpaid Annual Bonus for any calendar year fully completed prior to the charge date of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Companytermination.

Termination by the Company for Cause. 4.1 The Company may terminate Executive’s employment hereunder this Agreement at any time for “Cause” at any time. If by providing written notice to the Executive. 4.2 For this purpose, the term “Cause” shall mean a determination by a two thirds (2/3) vote of all the then elected members of the Board of the Company elects that: (i) Executive’s performance of the Duties in a grossly negligent manner or repeated failure to terminate perform the Duties in accordance with the lawful instructions or directions of the Company, (ii) Executive’s willful and material breach of a material provision of this Agreement, or (iii) actions or omissions by Executive that are criminal, fraudulent, or involve dishonesty or moral turpitude, and, in each instance, result in material harm to the operations or reputation of the Company; provided that no act or failure to act shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that his act or failure to act was in the best interest of the Company. Before terminating Executive’s employment for “Cause, ,” the Company shall provide ten (10) days written notice to Executive of the Company’s intent intention to terminate Executive’s employment for “Cause.” ” and the specific grounds for such termination. The Company will give Executive thirty (i30) For purposes of this Agreement, business days to cure such grounds and will not terminate Executive’s employment if Executive affects such cure during that time. In the term event that the Company terminates the Executive’s employment for “Cause,” shall be limited to (1) willful misconduct by Executive with regard to the Company which has a material adverse effect on shall pay Executive any earned wages, accrued vacation days and outstanding business expenses through the Company; (2) the willful refusal date of Executive termination and shall have no further obligations to attempt to follow the proper written direction of the Chief Executive Officer, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board; (3) substantial and continuing willful refusal by the Executive to attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer which specifically identifies the manner in which it is believed that the Executive has substantially and continually refused to attempt to perform his duties hereunder; (4) material breach of a fiduciary duty to the Company through misappropriation of Company funds or property; or (5) the Executive being convicted of or a plea or nolo contendere to the charge of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.