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

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” if any shall mean a termination of employment of the following have occurred: Executive by the Company due to (ai) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) commission by the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission Executive of an act of fraudfraud or embezzlement against the Company or any of its subsidiaries or the conviction of the Executive in a court of law, theftor guilty plea or no contest plea, dishonesty of any charge involving an act of fraud or breach embezzlement (including the willful and unauthorized disclosure of fiduciary duty related information of the Company or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge, (iii) the willful misconduct of the Executive as an employee of the Company or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any of its Business (as defined subsidiaries in Section 6.1) or accordance with the performance Executive’s employment, which failure amounts to a material neglect of the Executive’s duties hereunder; (d) to the continuing Company and does not result from physical illness, injury or incapacity, and which failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a not cured promptly after adequate notice of such failure and a reasonably detailed explanation has been presented by the Company to the Executive, or neglect to cure such condition and(v) a material breach of any of the covenants in subsections 3(a), 3(b) or Section 10 hereof by the Executive, which breach is not cured, if curable, within 30 days after a written notice of such breach is delivered to the Executive. The Executive shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive does (1) reasonable notice setting forth the basis for termination for Cause, and (2) a reasonable opportunity for the Executive, together with Executive’s counsel, to request reconsideration by and be heard before the Board, provided; however, that such notice and opportunity to be heard shall not be required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to be heard” in connection with any determination by the reasonable satisfaction Board as to whether Cause exists, 10 business days’ notice of the Board meeting shall be deemed to constitute “reasonable notice” (such cure opportunity being available only oncewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by and the opportunity for the Executive of and Executive’s counsel to present arguments to the Restrictive Covenants set forth in Section 6 except that, if Board at such violation is not willful and is curable, meeting as to why the Executive believes that no Cause exists shall first have thirty constitute “reasonable opportunity to be heard” (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so without prejudice to the determination of whether some other forum or method would also constitute a “reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach opportunity to be heard”). For purposes of this Agreement, except thatno act, if such breach is curableor failure to act, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates on the Executive’s employment for Causepart shall be deemed “willful” unless done, or omitted to be done, by the Executive shall have no right to receive any compensation or benefit hereunder on not in good faith and after the effective date of the termination of employment, except without reasonable belief that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to action or omission was in the date best interest of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15Company.

Termination by the Company for Cause. The Company may terminate (i) A termination for Cause shall not take effect unless the Executive’s employment at any time for “Cause” if any provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty (30) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of day notice of such violation to period. If cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall is not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curablepossible, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice of such breach to by Employee. During any cure such breach andperiod provided hereunder, if the Executive does so to Board may, in its sole and absolute discretion, prohibit Employee from entering the reasonable satisfaction premises of the Board, such breach shall not constitute Cause Company (or any subsidiary thereof) or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior any such prohibition shall in no event constitute an event pursuant to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus Employee shall be payable hereunderentitled to: (A) the Accrued Obligations; and (B) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-half months following the end of the fiscal year to which the Annual Bonus relates. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

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 at any time under this Agreement and discharge the Executive for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business 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 rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay the Executive any amount due and owing as of the Termination Date pursuant to Section 3.1 and Section 3.2 (excluding a Bonus for the year in which the termination occurs) or and Article 4. (b) As used herein, the performance term “Cause” shall refer to the termination of the Executive’s duties hereunder; employment as a result of any one or more of the following: (di) any conviction of, or pleading of nolo contendre by, the Executive for any felony; (ii) any willful misconduct of the Executive which has a materially injurious effect on the business or reputation of the Company; (iii) the continuing dishonesty of the Executive which has a materially injurious effect on the business or reputation of the Company; or (iv) a material failure to consistently discharge his duties under this Agreement other than such failure resulting from his Disability (as defined in Section 6.3(b)). For purposes of Section 6.1, no act or habitual neglect failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive to perform in good faith or with reasonable belief that his action or omission was in the Executive’s duties hereunder, except that, if such failure or neglect is curable, best 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 from his of the Executive’s receipt of a notice copy of such failure or neglect to cure such condition anda resolution, if duly adopted by the Executive does so to affirmative vote of not less than three-quarters of the reasonable satisfaction entire membership of the Board at a meeting of the Board called and held for the purpose (such cure after reasonable notice to the Executive and an opportunity being available only oncefor him, together with his counsel, to be heard before the Board), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by finding that in the good faith opinion of the Board the Executive was guilty of acts or omissions constituting “Cause” and specifying the Restrictive Covenants set forth particulars thereof in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15detail.

Termination by the Company for Cause. The (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than fifteen (15) days prior written notice by the Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty fifteen (3015) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction of the Board (extent such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation possible. If he fails to cure such condition andact or acts or failure or failures to act, if the Executive does so to termination shall be effective on the reasonable satisfaction date immediately following the expiration of the Board, such violation shall fifteen (15) day notice period. If cure is not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curablepossible, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Company may, in its sole and absolute discretion, prohibit Employee from entering the premises of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction any member of the Board, such breach shall not constitute Cause Company Group or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior any such prohibition shall in no event constitute an event pursuant to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Company that he desires to enter the premises of any member of the Company Group or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of any member of the Company Group or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus he shall be payable hereunderentitled only to the Accrued Obligations. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment under this Agreement for "Cause," at any time for “Cause” if any prior to expiration of the following have occurred: Term of the Agreement, only in the event of (ai) the Executive’s conviction for 's failure to substantially perform the duties described in this Agreement, (ii) acts or pleading guilty omissions constituting recklessness or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) willful misconduct on the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment part of the Executive in respect of his fiduciary obligations to the Company which is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related materially and demonstrably injurious to the Company, its Business or (as defined iii) the Executive's conviction for fraud, misappropriation or embezzlement in Section 6.1) or connection with the performance assets of the Company. In the case of clause (i) only, it shall also be a condition precedent to the Company's right to terminate the Executive’s duties hereunder; 's employment for Cause that (d1) the continuing failure or habitual neglect by Company shall first have given the Executive to perform written notice stating with specificity the Executive’s duties hereunder, except that, if such failure or neglect is curable, reason for the Executive shall have thirty termination (30"breach") at least 60 days from his receipt of a notice of such failure or neglect to cure such condition and, if before the Executive does so to the reasonable satisfaction meeting of the Board (of Directors called to make such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by determination and the Executive of and his counsel are given the Restrictive Covenants set forth opportunity to answer such grounds for termination in Section 6 except thatperson, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so at a hearing or in writing delivered to the reasonable satisfaction Chairman of the Board, such violation shall not constitute Cause hereunder; or (f) in the Executive’s material breach 's discretion, before a vote by the Board of this Agreement, except that, Directors on the existence of Cause; and (2) if such breach is curablesusceptible to cure or remedy, the Executive shall first have thirty (30) a period of 60 days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date giving of the termination of employment, except that notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be entitled extended for a reasonable time (not to receive exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive’s Annual Salary, and other benefits that are earned and accrued 's employment under this Agreement prior to the date of termination, may be terminated immediately without any Earned and Accrued Bonus, and reimbursement under this Agreement advance written notice. Upon a determination that grounds exist for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment a termination for Cause specifically pursuant to Section 4.2(a), (b)by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (ciii) above, then no Earned the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and Accrued benefits shall immediately cease, except to the extent any Base Salary or Performance Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15has been earned but has not yet been paid.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment under this Agreement for "Cause," at any time for “Cause” if any prior to expiration of the following have occurred: Term of the Agreement, only in the event of (ai) the Executive’s conviction for 's failure to substantially perform the duties described in this Agreement, (ii) acts or pleading guilty omissions constituting recklessness or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) willful misconduct on the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment part of the Executive in respect of her fiduciary obligations to the Company which is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related materially and demonstrably injurious to the Company, its Business or (as defined iii) the Executive's conviction for fraud, misappropriation or embezzlement in Section 6.1) or connection with the performance assets of the Company. In the case of clause (i) only, it shall also be a condition precedent to the Company's right to terminate the Executive’s duties hereunder; 's employment for Cause that (d1) the continuing failure or habitual neglect by Company shall first have given the Executive to perform written notice stating with specificity the Executive’s duties hereunder, except that, if such failure or neglect is curable, reason for the Executive shall have thirty termination (30"breach") at least 60 days from his receipt of a notice of such failure or neglect to cure such condition and, if before the Executive does so to the reasonable satisfaction meeting of the Board (of Directors called to make such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by determination and the Executive of and her counsel are given the Restrictive Covenants set forth opportunity to answer such grounds for termination in Section 6 except thatperson, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so at a hearing or in writing delivered to the reasonable satisfaction Chairman of the Board, such violation shall not constitute Cause hereunder; or (f) in the Executive’s material breach 's discretion, before a vote by the Board of this Agreement, except that, Directors on the existence of Cause; and (2) if such breach is curablesusceptible to cure or remedy, the Executive shall first have thirty (30) a period of 60 days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date giving of the termination of employment, except that notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be entitled extended for a reasonable time (not to receive exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive’s Annual Salary, and other benefits that are earned and accrued 's employment under this Agreement prior to the date of termination, may be terminated immediately without any Earned and Accrued Bonus, and reimbursement under this Agreement advance written notice. Upon a determination that grounds exist for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment a termination for Cause specifically pursuant to Section 4.2(a), (b)by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (ciii) above, then no Earned the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and Accrued benefits shall immediately cease, except to the extent any Base Salary or Performance Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15has been earned but has not yet been paid.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) a. the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) b. the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) c. the Executive’s commission of an act of fraud, theft, theft or dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) d. the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall first have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once)so, then such failure or neglect shall not constitute Cause hereunder; (e) e. any material violation by the Executive of the Restrictive Covenants set forth covenants contained in Section 6 except that, if such violation is not willful and is curable, the Executive executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Boardso, such violation shall not constitute Cause hereunder; or (f) f. the Executive’s continuing material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Boardso, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned earned and Accrued Bonusaccrued bonuses as provided in the Bonus Plan, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time under this Agreement may be terminated by the Company for “Cause” if at any time upon written notice to the Executive without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for “Cause” if: (ai) the Executive’s conviction for (Executive shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Executive shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Executive by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Executive shall commit a material breach of fiduciary duty related any of the covenants, terms or provisions hereof (other than pursuant to Section 7 or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Company, its Business (as defined in Section 6.1) or Executive by the performance Company of the Executive’s duties hereunder;written notice thereof; or (div) the continuing failure Executive shall have disobeyed reasonable written instructions from the Chairman, President and Chief Executive Officer, or habitual neglect by other appropriate governing committee which are consistent with the Executive terms and conditions of this Agreement or shall have deliberately, willfully, substantially and continuously failed to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt after written notice and under circumstances effectively constituting a voluntary resignation of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of position with the Company. Upon termination for Cause as provided in this AgreementSection 6(b), except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction all obligations of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to (A) earned but unpaid Base Salary and (B) the date continued rights of termination, any Earned and Accrued Bonusthe executive to receive payments due under the Technology Development Incentive Plan, and reimbursement (C) the Company shall have any and all rights and remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment at any time hereunder upon written notice to the Employee for “Cause” if any of the following have occurred: reasons: (ai) the ExecutiveEmployee’s conviction for misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material adverse effect on the business or financial affairs of the Company or the reputation of the Company; (ii) failure by the Employee to cooperate with the Company in any investigation or pleading formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to) any felony, or conviction of the Employee for, a misdemeanor involving moral turpitude; felony (b) the Executive’s or any lesser included offense or crime in exchange for withdrawal of a felony indictment for any felony or misdemeanor charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, if such indictment or any other offense that results in or could result in any prison sentence; (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 the Employee’s duties under this Agreement, that is not discharged or otherwise resolved corrected within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to ten days after written notice from the Company, its Business which notice shall set forth the nature of the breach; (as defined vi) violation in Section 6.1any material respect of any of the Company’s rules, regulations or policies; (vii) or gross insubordination by the Employee in the performance of the ExecutiveEmployee’s duties hereunder; under this Agreement; (dviii) engaging in any conduct, action or behavior that, in the continuing failure reasonable opinion of the Company, has had a material adverse effect on the reputation of the Company or habitual neglect the Employee; (ix) any continued or repeated absence from the Company, unless the absence is approved or excused by the Executive CEO or the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or property of the Company, theft, embezzlement or fraud. For the avoidance of doubt, “Cause” shall not mean a failure to perform achieve scientific goals, financial goals or forecasted timelines. In the Executive’s duties hereunder, except that, if such failure or neglect is curableevent that the Company shall discharge the Employee pursuant to this Section 4(c), the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect Company shall not constitute Cause hereunder; (e) have any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of further obligation or liability under this Agreement, except that, if such breach is curable, that the Executive Company shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so pay to the reasonable satisfaction Employee: (i) any portion of the Board, such breach shall not constitute Cause hereunder. If Employee’s Base Salary for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior period up to the date of termination, termination that has been earned but remains unpaid; and (ii) any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior benefits that have accrued to the date Employee under the terms of terminationthe employee benefit plans of the Company, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus which benefits shall be payable hereunder. This Agreement shall otherwise terminate upon such termination paid in accordance with the terms of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15those plans.

Termination by the Company for Cause. The Company may terminate the Executive’s employment under this Agreement may be terminated by the Company for Cause at any time for “Cause” if any upon written notice to the Executive without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for Cause if: (ai) the Executive’s conviction for (Executive shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Executive shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Executive by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Executive shall commit a material breach of fiduciary duty related any of the covenants, terms or provisions hereof (other than pursuant to Section 7 or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Company, its Business (as defined in Section 6.1) or Executive by the performance Company of the Executive’s duties hereunder;written notice thereof; or (div) the continuing failure Executive shall have disobeyed reasonable written instructions from the Company’s Board of Directors, Compensation Committee or habitual neglect by other appropriate governing committee which are consistent with the Executive terms and conditions of this Agreement or shall have deliberately, willfully, substantially and continuously failed to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt after written notice and under circumstances effectively constituting a voluntary resignation of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of position with the Company. Upon termination for Cause as provided in this AgreementSection 6(b), except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction all obligations of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to the date of termination, earned but unpaid Base Salary. The Company shall have any Earned and Accrued Bonus, all rights and reimbursement remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. (i) The Company may terminate the Executive’s employment at any time for “Cause” if any Cause relying on clauses (iii) and (iv) of the following have occurred: (a) the definition of Cause effective upon Executive’s conviction receipt of written notice of termination. A termination of employment for Cause under this Section (or pleading guilty or nolo contendere toc)(i) any felony, or a misdemeanor involving moral turpitude; (b) shall require the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is affirmative vote of not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance less than two-thirds of the Board (not including Executive’s duties hereunder; (d) at a meeting of the continuing failure or habitual neglect by Board called and held for this purpose. The Board shall identify the conduct of Executive to perform constituting grounds for Cause and specify the Executive’s duties hereunder, except that, if such failure or neglect is curable, the particulars thereof in reasonable detail. Executive shall have been provided notice of the meeting and an opportunity, together with counsel, to address the Board at any such meeting. (ii) With respect to any termination of Executive for Cause relying on clauses (i), (ii) or (v) of the definition of Cause, the Board of the Company shall provide Executive with written notice of its intention to terminate Executive for Cause. Such notice shall state in detail the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and Executive shall be given at least thirty days (30) days from his receipt of a notice of such failure or neglect to cure such condition andacts or failures to act. A termination of employment for Cause under this Section (c)(ii) shall be effective at the expiration of the 30-day cure period (or such longer period as the Board may determine in its reasonable, if good faith discretion) unless Executive has cured such act or acts or failure or failures to act that give rise to Cause, as determined by the Board in its reasonable, good faith discretion at a meeting called and held for this purpose. Executive does so shall be provided with notice of the meeting and an opportunity, together with counsel, to address the reasonable satisfaction Board. Any actions by the Board at such meeting shall require the affirmative vote of not less than two-thirds of the Board (such cure opportunity being available only oncenot including Executive), then such failure or neglect shall not constitute Cause hereunder;. (eiii) any violation by In the Executive event of the Restrictive Covenants set forth in Section 6 except thata termination for Cause, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so be entitled only to the reasonable satisfaction of the BoardAccrued Rights, such violation shall not constitute Cause hereunder; or (f) the excluding Executive’s material breach Pro Rata Bonus. Following such termination of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, felony or a misdemeanor involving moral turpitudewhich the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws); (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudeturpitude (which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, that the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for a termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.157.13.

Termination by the Company for Cause. The Company may terminate the Executive’s employment under this Agreement may be terminated by the Company for Cause at any time for “Cause” if any upon written notice to the Executive without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for Cause if: (ai) the Executive’s conviction for (Executive shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Executive shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Executive by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Executive shall commit a material breach of fiduciary duty related any of the covenants, terms or provisions hereof (other than pursuant to Section 7 or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Company, its Business (as defined in Section 6.1) or Executive by the performance Company of the Executive’s duties hereunder;written notice thereof; or (div) the continuing failure Executive shall have disobeyed reasonable written instructions from the Company’s Board of Directors Compensation Committee or habitual neglect by other appropriate governing committee which are consistent with the Executive terms and conditions of this Agreement or shall have deliberately, willfully, substantially and continuously failed to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt after written notice and under circumstances effectively constituting a voluntary resignation of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of position with the Company. Upon termination for Cause as provided in this AgreementSection 6(b), except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction all obligations of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to (A) earned but unpaid Base Salary and (B) the date continued rights of termination, the Executive to receive payments due under the Technology Development Incentive Plan. The Company shall have any Earned and Accrued Bonus, all rights and reimbursement remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. The Company reserves the right to declare Employee in default of this Agreement if (each a “Cause”): (a) Employee is convicted of any fraud or embezzlement against the Company; or (b) After written notice and an opportunity to cure, Employee willfully breaches or habitually neglects the duties and responsibilities which he is required to perform under the terms of this Agreement; or (c) Employee commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results in material harm to the Company or its business; or (d) Employee violates any law, rule or regulation applicable to the Company or Employee relating to the business operations of the Company that may have a material adverse effect upon the Company’s business, operations or condition (financial or otherwise). The Company may terminate the Executive’s employment at any time this Agreement for “Cause” if any Cause immediately upon written notice of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felonytermination to Employee; provided, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudehowever, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the ExecutiveCompany terminates this Agreement due to Employee’s commission of an act of fraud, theft, dishonesty or willful breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by of the Executive duties he is required to perform the Executive’s duties hereunderperform, except that, if such failure or neglect is curable, the Executive then Employee shall have be entitled to a period of thirty (30) days from his receipt the date of a the written notice of such failure or neglect termination to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants said breach. Except as otherwise set forth in this Section 6 except that8, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment upon any termination for Cause, the Executive obligations of Employee and the Company under this Agreement shall have no right immediately cease except the obligations of Employee in Sections 11(b), 12(a) and 12(c) which shall survive termination for a period of one year. Such termination shall be without prejudice to receive any compensation other remedy to which the Company may be entitled either at law, in equity, or benefit hereunder on under this Agreement. If Employee’s employment is terminated pursuant to this Section 8, the Company shall pay to Employee (i) Employee’s accrued but unpaid Annual Salary and after vacation pay through the effective date of the termination of employment, except that termination; (ii) continue to pay the Executive shall be entitled Production Bonus for so long as the Company continues to receive offer and sell the Executive’s Annual Salary, Male Pro-Health Product and to pay any other benefits that are earned production bonus agreed with respect to other products; and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for (iii) business expenses incurred prior to the effective date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically termination and shall transfer to Employee any stock earned but unissued pursuant to Section 4.2(a3(c), (b). Employee shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or (c) above, then no Earned and Accrued Bonus shall as may be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15required by applicable law.

Termination by the Company for Cause. The Company At any time during the Term, the Company, may terminate the Executive’s employment for Cause by providing him with written notice of the termination for Cause specifying in such notice the termination date and Executive’s employment will terminate at any time for the end of the day on the termination date specified in such note. For purposes of this Agreement, “Cause” if any means the occurrence of one or more of the following have occurred: events: (ai) the Executive’s conviction for (for, or pleading guilty no contest to, a felony or nolo contendere to) any felonycrime that is materially and demonstrably injurious to the financial condition, reputation, or a misdemeanor involving moral turpitude; goodwill of the Company; (bii) the Executive’s indictment for misappropriation of any felony material Company property or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen Confidential Information; (18iii) months; (c) the Executive’s commission willful misconduct in connection with the performance of an act his job duties; (iv) Executive’s intentional violation of fraudany material international, theftfederal, dishonesty state or local law or regulation applicable to the business of the Company; or, (v) Executive’s breach of fiduciary duty related to any material covenant, condition or provision of this Agreement or any policies or procedures of the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s his duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure responsibilities or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) comply with any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction lawful directive of the Board, and such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except thator failure, if such breach is curable, the Executive shall first have thirty remains unremedied for a period of ten (3010) days from his receipt of such after the Company provided Executive with a written notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction violation. Upon termination of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Company’s obligation to pay or provide Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employmentbenefits under this Agreement will immediately terminate, except that the Executive Company will pay or provide his Accrued Compensation. Any benefits payable under insurance, retirement, bonus and/or profit-sharing plans, as a result of Executive’s eligibility and participation in such plans through such date, shall be entitled to receive paid when due under those plans. Other than the Executive’s Annual Salaryforegoing, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall will have no further rights or obligations hereunder except for to Executive under this Agreement. The Accrued Compensation will be paid within thirty (30) days after the surviving provisions of this Agreement as described at Section 7.15Termination Date.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time of Executive hereunder for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business Cause (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the hereinafter defined). Executive shall have be entitled to thirty (30) days from his receipt of a prior written notice of the Company’s intent to terminate Executive hereunder and the right to address and/or cure such Cause during such thirty (30) day notice period. Any notice of intent to terminate for Cause must specify the particular grounds therefor in reasonable detail. In the event that the employment of Executive is terminated pursuant to this clause (b), the Company will pay to Executive the amount of all accrued but unpaid Base Salary to the date of such termination, but no annual incentive bonus will be paid with respect to (x) the year in which termination occurs, or (y) the immediately prior year if Executive is terminated under this clause (b) prior to payment of the bonus applicable to such prior year. As used herein, “Cause” means Executive’s (i) personal dishonesty, (ii) willful misconduct, (iii) breach of fiduciary duty, (iv) failure to substantially perform assigned duties relating to Executive’s performance hereunder (other than any such failure or neglect owing to cure such condition and, if Executive becoming Disabled (as hereinafter defined)) as reasonably determined by a majority of the Executive does so to the reasonable satisfaction entire Compensation Committee of the Board of Directors of the Company, after consultation with the Chief Executive Officer of the Company, (such cure opportunity being available only once)v) conviction of, then such failure or neglect shall not constitute Cause hereunder; (e) any violation the entry by the Executive of the Restrictive Covenants set forth in Section 6 except thatany plea of guilty or nolo contendre to, if such violation is not willful and is curable, the Executive shall first have thirty (30) days any felony or other lesser crime that would require removal from his receipt of notice of such violation to cure such condition and, if position at the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or Company (fe.g. any alcohol or drug related misdemeanor) the Executive’s or (vi) material breach of any provision of this Agreement, except that, if such breach is curable, Agreement as reasonably determined by the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction Compensation Committee of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date Board of Directors of the termination of employmentCompany, except that after consultation with the Chief Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, Officer; provided, however, that if in any of the Company terminates foregoing circumstances, Executive has failed to cure such Cause within the Executive’s employment fifteen (15) day period referenced in the second sentence of this Section 6(b). In the event Executive is terminated for Cause specifically solely pursuant to Section 4.2(a), (b), iv) or (cvi) above, then any stock option held by Executive that is vested at the time of such termination may be exercised until the earlier to occur of (i) the expiration date of such option pursuant to its terms and (ii) one year after such termination. In the event Executive is terminated for Cause other than solely pursuant to (iv) or (vi) above, any stock option held by Executive shall immediately expire and no Earned and Accrued Bonus shall longer be payable hereunder. This Agreement shall otherwise terminate exercisable upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15termination.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the this Agreement and Executive’s employment with the Company for Cause by providing Executive with written notice of the Company's termination for Cause specifying in such notice the termination date, and this Agreement and Executive's employment will terminate at any time for the end of the day on the termination date specified in such notice. For purposes of this Agreement, “Cause” if any means the occurrence of one or more of the following have occurred: events: (a) the Executive’s conviction for (for, or pleading guilty or nolo contendere no contest to) any , a felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor crime involving moral turpitude, if such indictment or any crime that is not discharged injurious to the financial condition, reputation or otherwise resolved within eighteen goodwill of the Company; (18b) months; Executive’s misappropriation of any of the Company's property; (c) the Executive’s commission of an act of fraudengaging in any fraudulent or dishonest conduct in his dealings with, theftor on behalf of, dishonesty or breach of fiduciary duty related to the Company, its Business ; (as defined in Section 6.1d) Executive’s failure or refusal to follow the performance lawful instructions of the Executive’s duties hereunder; 's superior or of the Company's Board of Directors (d) the continuing other than any such failure or habitual neglect by the Executive refusal resulting from Executive's incapacity due to perform the Executive’s duties hereunder, except thatphysical or mental illness), if such failure or neglect is refusal continues for a period of ten (10) days after the Company provides Executive with written notice stating the instructions which Executive has failed or refused to follow; (e) Executive’s breach of his obligations under this Agreement or any other agreement with the Company and such breach, if curable, the Executive shall have thirty remains uncured for a period of ten (3010) days from his receipt of a after the Company provides Executive with written notice of such failure breach; (f) Executive’s violation of any of the Company's written policies or neglect to cure procedures, including, without limitation, any employee policies, business ethics policies or code of conduct policies, and such condition andviolation, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty remains uncured for a period of ten (3010) days from his receipt of after the Company provides Executive with written notice of such violation to cure such condition and, if the Executive does so violation; (g) Executive's engaging in any willful misconduct which is injurious to the reasonable satisfaction financial condition, reputation or goodwill of the Board, such violation shall not constitute Cause hereunderCompany; or or (fh) Executive's misuse of alcohol or drugs which materially interferes with Executive's performance of his duties for the Executive’s material breach of this Agreement, except that, if such breach Company or which is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so injurious to the reasonable satisfaction reputation or goodwill of the Board, such breach shall not constitute Cause hereunderCompany. If the Company terminates the Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of terminationshall terminate, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if except: (y) the Company terminates shall pay Executive that portion of his Base Salary which shall have been earned through the Executive’s employment for Cause specifically pursuant to Section 4.2(a)termination date; and (z) the Company shall pay or provide Executive such other payments and benefits, (b)if any, or (c) abovewhich have accrued and vested hereunder before the termination date. Other than the foregoing, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive Company shall have no further rights or obligations hereunder except for the surviving provisions of to Executive under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” if means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business Policies (as defined in Section 6.113); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (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 the 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 the performance of the Executive’s duties hereunder; (diii) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect that is curable, no termination 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 from his after receipt of a notice such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such failure or neglect to cure such condition andtermination Without Cause, if the Executive does so to the reasonable satisfaction of it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (such cure opportunity being available only onceiv), then such failure (v) or neglect shall not constitute Cause hereunder; (evi) any violation by hereof, Executive’s employment shall, at the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction election of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first be deemed to have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment been terminated for Cause, effective as of the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective 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 of employment, except that the benefits pursuant to Section 9 hereof and (y) Executive shall be entitled obligated to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior immediately repay to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior Company all amounts theretofore paid to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically Executive pursuant to Section 4.2(a)9. In addition, (b)if not repaid, or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive Company shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 7.159(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time Termination for “Cause” if any shall mean termination because of (i) the continued, willful failure by the Executive to perform substantially his duties with the Company after a written demand for substantial performance is delivered to the Executive by the Board of the following have occurred: Corporation which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties; (aii) the Executive’s conviction for (of, or pleading plea of guilty or nolo contendere to, a crime that constitutes a felony; (iii) the willful engaging by the Executive in misconduct that is materially and demonstrably injurious to the Company or any felony, of its affiliates; (iv) the willful breach by the Executive of the covenant set forth in Section 9 below not to disclose any confidential information pertaining to the Company or a misdemeanor involving moral turpitude; any of its affiliates or the covenant set forth in Section 8(a) below relating to not competing with the Company or any of its affiliates; or (bv) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) failure to comply with a material written Company policy applicable to the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty Executive and related to the Companyworkplace conduct as may exist or be amended from time to time. No act or failure to act shall be considered “willful” for purposes hereof, its Business (as defined in Section 6.1) unless it is done, or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect omitted to be done, by the Executive to perform in bad faith and without reasonable belief that his action or omission is in the Executive’s duties hereunder, except that, if such failure or neglect is curable, best interests of the Company. The cessation of employment of the Executive shall have not be deemed to be for Cause unless (A) the Executive has been given written notice in reasonable detail by the Company of the occurrence of one or more of the circumstances claimed to constitute Cause within thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (of Directors of the Corporation becoming aware of such cure opportunity being available only oncecircumstances and, except for terminations pursuant to Section 6(a)(ii), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have an opportunity for thirty (30) days from his receipt of notice to cure any such circumstances (to the extent such circumstances are subject to cure), and such circumstances remain uncured at the end of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or thirty (f) the Executive’s material breach of this Agreement, except 30)-day period (provided that, if such breach is curable, in the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except event that the Executive cures such circumstances, the notice of termination shall be entitled nullified) and (B) there shall have been delivered to receive the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board of Directors of the Corporation (excluding the Executive’s Annual Salary, ) at a meeting of the Board of Directors of the Corporation called and other benefits that are earned and accrued under this Agreement prior held for such purpose (after reasonable notice is provided to the date of terminationExecutive and the Executive, any Earned and Accrued Bonustogether with counsel for the Executive, and reimbursement under this Agreement for expenses incurred prior is afforded the opportunity to present whatever facts he reasonably believes are relevant to the date Board for its consideration) finding that the Executive is guilty of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(aconduct described in clauses (i), (biii), (iv) or (cv) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate the Executive’s employment under this Agreement may be terminated by the Company for Cause at any time for “Cause” if any upon written notice to the Executive without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for Cause if: (ai) the Executive’s conviction for (Executive shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Executive shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Executive by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Executive shall commit a material breach of fiduciary duty related any of the covenants, terms or provisions hereof (other than pursuant to Section 7 or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Company, its Business (as defined in Section 6.1) or Executive by the performance Company of the Executive’s duties hereunder;written notice thereof; or (div) the continuing failure Executive shall have disobeyed reasonable written instructions from the Company’s Board of Directors, Compensation Committee or habitual neglect by other appropriate governing committee which are consistent with the Executive terms and conditions of this Agreement or shall have deliberately, willfully, substantially and continuously failed to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt after written notice and under circumstances effectively constituting a voluntary resignation of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of position with the Company. Upon termination for Cause as provided in this AgreementSection 6(b), except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction all obligations of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to (A) earned but unpaid Base Salary and (B) the date continued rights of termination, the Executive to receive payments due under the Technology Development Incentive Plan. The Company shall have any Earned and Accrued Bonus, all rights and reimbursement remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. The Company may discharge the Executive and thereby terminate his employment hereunder upon written notice to the Executive’s employment at any time Executive for “Cause” if any of the following have occurred: reasons: (ai) material violation of any policy regarding substance abuse as may be promulgated by the Company from time to time; (ii) the Executive’s willful failure to perform the duties or responsibilities of his position as those may be delegated or assigned to the Executive by the President and COO or by the Board; (iii) any material breach of any covenant or agreement contained in Sections 6, 7 or 8 of this Agreement; (iv) engaging in intentional conduct that causes material damage to the Company or its business reputation; (v) conviction for (by trial or guilty plea) or a plea of non-contest, nolo contendere or similar plea to a felony (or pleading guilty misdemeanor which the Company determines to have or nolo contendere tocould have a material adverse effect on the Company or its reputation) which has become non-appealable; (vi) adjudication as an incompetent; or (vii) misappropriation of any felony, funds or a misdemeanor involving moral turpitude; (b) property of the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraudCompany, theft, dishonesty embezzle ment or breach of fiduciary duty related fraud; provided, however, that with respect only to the Company, its Business subsections (as defined in Section 6.1i) or the performance of the Executive’s duties hereunder; and (dii) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curableabove, the Executive Company shall have thirty (30) days from his receipt of a notice of such failure not discharge the Employee for cause unless the Employee fails, refuses or neglect to for any reason does not cure such condition and, if the Executive does so violation to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have Company within thirty (30) days following written notice from his receipt of notice of such violation to cure such condition and, if the Company that there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive does so pursuant to this Section 5(a), the reasonable satisfaction of the Board, such violation Company shall not constitute Cause hereunder; or (f) the Executive’s material breach of have any further obligation or liability under this Agreement, except that, if such breach is curable, that the Executive Company shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so pay to the reasonable satisfaction Executive: (i) any portion of the Board, such breach shall not constitute Cause hereunder. If Executive's Base Salary for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior period up to the date of termination, termination that has been earned but remains unpaid; and (ii) any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior benefits that have accrued to the date Executive under the terms of termination, provided, however, that if the executive benefit plans of the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a)in which he is a participant, (b), or (c) above, then no Earned and Accrued Bonus which benefits shall be payable hereunder. This Agreement shall otherwise terminate upon such termination paid in accordance with the terms of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15those plans.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause,” if any of the following have occurred: which shall mean only (ai) the Executive’s conviction for intentional failure to perform (excluding by reason of disability) or pleading guilty gross negligence or nolo contendere to) any felony, willful misconduct in the performance of regular duties or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or other breach of fiduciary duty related or material breach of this Agreement which remains uncured after thirty (30) days’ notice specifying in reasonable detail the nature of the failure, negligence, misconduct or breach and what is required of the Executive to cure, (ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which has a material adverse effect on the Company. Before terminating the Executive for Cause, its Business (as defined A) at least two-thirds (2/3) of the members of the Board (excluding the Executive, if a Board member) must conclude in Section 6.1good faith that, in their view, one of the events described in subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the performance Board (X) of which the Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Company’s belief that one of the events described in subsection (i), (ii) or (iii) above occurred and, in the case of an event under subsection (i), remains uncured at the expiration of the notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. In the event of the termination of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect employment by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive Company shall have no right pay to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, Termination Entitlements and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except obligation to the Executive hereunder, other than the Surviving Company Obligations. The parties acknowledge and agree that this definition of “Cause” shall be applicable and controlling with respect to the option agreements executed by the Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, pursuant to the surviving provisions terms of this Agreement as described at Section 7.1514 of each such option agreement.

Termination by the Company for Cause. The Company may shall have the right to terminate the Executive’s employment at any time for “Cause” if immediately. For purposes of this Agreement, “Cause” shall mean (i) fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the following have occurred: Company’s corporate policies or code of ethics, (aiii) any acts involving gross negligence, dishonesty or fraud, or that in the Executive’s good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, or any conviction for (of, or pleading guilty plea or nolo contendere plea to) any felony, or confession of, a misdemeanor Class A-type felony or felony involving moral turpitude; (b) the Executive’s indictment for any felony turpitude or misdemeanor other crime involving moral turpitude, if (iv) an unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder, including, without limitation, failing in any material respect to carry out lawful directions of the Board, and failure to remedy such indictment nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is not discharged intended to, or otherwise resolved within eighteen (18) months; (c) reasonably likely to, in the Executive’s commission good faith judgment of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) materially injure the business, prospects, or the performance reputation of the Executive’s duties hereunder; Company or its affiliates and failure to remedy such misconduct within ten (d10) days following written notice from the continuing failure or habitual neglect by Company specifically identifying the Executive misconduct and the actions required to perform the Executive’s duties hereunder, except that, cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, (vii) breach of a fiduciary duty owed to the Company or any of the material terms or provisions of this Agreement and failure or neglect is curableto remedy such breach within ten (10) days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be permitted to cure repeated failures, (viii) use of illegal drugs at work; and (ix) material breach of the terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to this Section, the Executive Company shall have only be obligated to pay the Employee within thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the Employee’s termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to employment (a) his base salary through the date of termination, any Earned and Accrued Bonus, and (b) reimbursement under this Agreement for reimbursable business expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or and (c) abovesuch other benefits and payments to which the Employee may be entitled by law or pursuant to the benefit plans of the Company then in effect (the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any payment to which the Employee may be entitled pursuant to the benefit plans of the Company then no Earned and Accrued Bonus in effect shall be payable hereunderpaid at the time and in the form specified in such benefit plans. This Agreement For the avoidance of doubt, in the event of a termination under this Section 7.A., the Employee shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of not be entitled to any other payments under this Agreement except as described at Section 7.15set forth in the immediately preceding sentence.

Termination by the Company for Cause. The Company may shall have the right to terminate the Executive’s employment at any time hereunder for Cause, which shall be communicated by a “CauseNotice of Termination” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1below), effective upon either (i) 30 days advice written notice, or the performance (ii) payment to Executive of the Executive’s duties hereunder; (d) then-current Base Salary for such 30 day period. Notwithstanding anything to the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except thatcontrary contained herein, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment is terminated other than pursuant to this Section 15(a), after which the Company determines that Executive’s acts or omissions would have constituted grounds to terminate Executive for Cause, the then Executive shall be deemed to have no right been terminated for Cause pursuant to receive this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive her then current Base Salary and Benefits accrued, and any compensation or benefit hereunder on expenses for which Executive is entitled to be reimbursed, up to and after including the effective date of the termination of employment, except that the such termination. Executive shall not be entitled to receive any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the occurrence of any one of the following on the part of Executive: (i) conviction of or a plea of nolo contendre to a felony or act of moral turpitude which affects or reflects on the Company or any Affiliate in a material and negative manner; (ii) attempted or actual theft, fraud or embezzlement of money or tangible or intangible assets or property of the Company or any Affiliate; (iii) gross negligence or willful misconduct in respect of Executive’s Annual Salary, performance of her duties and other benefits that are earned and accrued under this Agreement prior responsibilities to the date Company or any Affiliate; or (vi) breach of terminationany material term, any Earned and Accrued Bonuscovenant, and reimbursement under representation or warranty contained in this Agreement for expenses incurred prior Agreement, which such breach (if susceptible to the date of termination, provided, however, that if cure) remains uncured or is repeated following fifteen (15) days’ written notice from the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15thereof.

Termination by the Company for Cause. If this Agreement is terminated by the Company for Cause, the Company shall have no further obligations to Executive under this Agreement other than the Company’s obligation to pay Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date. For the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term. The Company shall reimburse Executive for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03. Additionally and notwithstanding any language in any long-term incentive plan or award, including any profits interest awards, if this Agreement is terminated by the Company for Cause, Executive will be treated as forfeiting all unvested award and any interests in any such awards. The Board may only terminate the Executive’s employment at any time for “hereunder in good faith on account of Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) it may separately determine that any termination is on account of Cause. Prior to such determination, however, the Board shall provide written notice to Executive’s indictment , including the reasons for the determination of Cause, and if curable, any felony actions necessary or misdemeanor involving moral turpitude, if appropriate to cure such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) determination. If the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect Cause event is curable, the Executive shall have the opportunity to appear before the Board to present arguments and evidence on his behalf and , Executive shall have a reasonable period of time, not to exceed thirty (30) days from his receipt days, to cure any such finding of Cause hereunder. Following such presentation, upon Executive’s failure to appear or upon Executive’s failure to cure, as the case may be, the Board, by an affirmative vote of a notice majority of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board its members (such cure opportunity being available only onceexcluding Executive), then such failure shall confirm that the actions or neglect shall not inactions of Executive constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as hereinafter defined). The termination shall be evidenced by written notice thereof to Executive, which shall specify the reason for termination. For purposes of this Section 3.2, the term “Cause” if shall be limited to the following: (a) commission of any material act of fraud by Executive with respect to which there is an admission of guilt or a conviction or final, unappealable civil judgment; (b) misappropriation of funds or embezzlement by Executive with respect to which there is an admission of guilt or a conviction; (c) Executive’s conviction on any felony criminal charges; (d) willful misconduct or malfeasance in the performance of Executive’s duties in any material respect; (e) any willful misrepresentation or willful series of misrepresentations made by Executive to the Company or the Board in connection with the performance of his duties hereunder that individually or in the aggregate are material; (f) any material breach by Executive of any of the following have occurred: provisions of Sections 4 or 5 of this Agreement; or (a) the Executive’s conviction for (or pleading guilty or nolo contendere tog) any felonyother material breach by Executive of this Agreement (including, or a misdemeanor involving moral turpitude; (bwithout limitation, any willful failure to adhere to good faith, lawful instructions given by the Board) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment that is not discharged or otherwise resolved cured by Executive within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from after his receipt of a written notice of thereof; provided, that if such failure or neglect to is curable but is incapable of cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have within thirty (30) days from his receipt of after such written notice, Executive shall have ninety (90) days after such notice of such violation to cure the failure, so long as Executive commences action to cure such condition andfailure within such thirty (30) day period and thereafter diligently and continuously takes action to cure such failure during the remainder of such ninety (90) days. Executive shall not be deemed to have been terminated for Cause unless and until the occurrence of the following two events: (1) Executive is given a notice from the Board that identifies the grounds for the proposed termination of Executive’s employment and notifies Executive that he, if along with his legal counsel, shall have an opportunity to address the Executive does so Board with respect to the reasonable satisfaction alleged grounds for termination at a meeting of the BoardBoard called and held for the purpose of determining whether Executive engaged in conduct described in this Section 3.2, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have meeting to be held no earlier than thirty (30) days from his receipt of after Executive is given such notice (unless Executive consents to an earlier meeting); and (2) Executive is given a copy of resolutions, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held (either according to 3.2(1) or after such breach to cure such breach andmeeting) for the purpose of finding that, if in the Executive does so to the reasonable satisfaction opinion of a majority of the Board, such breach shall not constitute Cause hereunder. If Executive was guilty of conduct set forth in Section 3.2, that specify the Company terminates the Executive’s employment grounds and evidence for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on termination and after the effective date of the termination of employment, except indicate that the Executive shall be entitled grounds for termination have not been cured within the time limits, if applicable, specified in the notice referred to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under in this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.153.2.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment during the Employment Term for Cause at any time for “Cause” if any upon written notice from the Board specifying such Cause and the expiration of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felonycure period specified below, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudeand thereafter, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business 's obligations hereunder (as defined in Section 6.1other than the obligation to pay any accrued salary or benefit) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful cease and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderterminate; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if such written notice shall not be delivered until after the Board shall have given the Executive written notice specifying the conduct alleged to have constituted such Cause. The Executive shall have 30 days to cure the matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, "Cause" shall mean the Executive's willful misconduct, dishonesty or other willful actions (or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive's habitual neglect of the material duties required of him under this Agreement. For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the 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 resolution duly adopted by the Board or based upon the advice of counsel for the Company terminates shall be conclusively presumed to be done, or omitted to be done, by the Executive’s Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause specifically pursuant unless and until there shall have been delivered to Section 4.2(a)the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and at which the Executive shall have no further rights or obligations hereunder except for an opportunity to be present and to be heard, finding that, in the surviving provisions good faith opinion of this Agreement as the Board, the Executive is guilty of the conduct described at Section 7.15above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (a) The Company may terminate the Executive’s employment at any time during the Employment Period for “Cause,” if which termination shall be effective immediately upon written notice to Executive. (b) For purposes of this Agreement and notwithstanding any other provision of this Agreement, “Cause” shall mean any of the following have occurred: following: (ai) Executive commits an act of fraud or embezzlement with respect to the Executive’s conviction for Company or any of its affiliates; (ii) Executive is convicted of, or pleading enters a plea of guilty or nolo contendere to) , any felony, or a misdemeanor involving moral turpitude; ; (biii) the Executive’s indictment for Executive commits any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of frauddishonesty, theft, dishonesty or breach of fiduciary duty related to or misconduct (whether in connection with Executive’s responsibilities as an employee of the Company or otherwise) that, in the Company’s reasonable judgment, its Business either (as defined in Section 6.1A) materially impairs the Company’s business, goodwill or reputation or (B) materially compromises Executive’s ability to perform Executive’s job duties or represent the Company with the public; (iv) Executive fails to substantially perform any of his duties hereunder (other than any such failure resulting from a material breach of this Agreement by the Company or the performance Disability of the Executive’s duties hereunder; (d) the continuing which failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have continues for more than thirty (30) days from after written notice by the Company; (v) such carelessness, lack of judgment, ineffectiveness or inefficiency in performance by Executive of his receipt of a notice of such failure or neglect to cure such condition and, if the duties that Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation is determined by the Executive Compensation Committee to be unfit to continue in service; provided that Executive shall be given notice and an opportunity to cure unless the Executive Compensation Committee determines, in its sole discretion, not to provide Executive with notice and an opportunity to cure given the severity or frequency of the Restrictive Covenants set forth in Section 6 except thatcarelessness, if such violation is not willful and is curablelack of judgment, the ineffectiveness or inefficiency; or (vi) Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach materially violates any provision of this Agreement, except that, if such breach is curable. With respect to Executive, the Executive foregoing definition of Cause shall first have thirty (30) days from his receipt supersede the definition of such notice of such breach to cure such breach andCause set forth in, if the Executive does so to the reasonable satisfaction of the Board, such breach and shall not constitute Cause hereunder. If the Company terminates the Executive’s employment be used for Causepurposes of, the Executive shall have no right to receive any compensation or benefit hereunder on and after 2004 Plan, the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment LTIP Guidelines and the Executive shall have no further rights PIP Guidelines and any awards or obligations hereunder except for grants under the surviving provisions of this Agreement as described at Section 7.152004 Plan, the LTIP Guidelines and the PIP Guidelines.

Termination by the Company for Cause. The Company may shall have the right to terminate the Executive’s employment at any time hereunder for Cause, which shall be communicated by a “CauseNotice of Termination” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1below), effective upon either (i) 30 days advice written notice, or the performance (ii) payment to Executive of the Executive’s duties hereunder; (d) then-current Base Salary for such 30 day period. Notwithstanding anything to the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except thatcontrary contained herein, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment is terminated other than pursuant to this Section 15(a), after which the Company determines that Executive’s acts or omissions would have constituted grounds to terminate Executive for Cause, the then Executive shall be deemed to have no right been terminated for Cause pursuant to receive this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive her then current Base Salary and Benefits accrued, and any compensation or benefit hereunder on expenses for which Executive is entitled to be reimbursed, up to and after including the effective date of the termination of employment, except that the such termination. Executive shall not be entitled to receive any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the occurrence of any one of the following on the part of Executive: (i) conviction of or a plea of nolo contendre to a felony or act of moral turpitude which affects or reflects on the Company or any Affiliate in a material and negative manner; (ii) attempted or actual theft, fraud or embezzlement of money or tangible or intangible assets or property of the Company or any Affiliate; (iii) gross negligence or willful misconduct in respect of Executive’s Annual Salary, performance of his duties and other benefits that are earned and accrued under this Agreement prior responsibilities to the date Company or any Affiliate; or (vi) breach of terminationany material term, any Earned and Accrued Bonuscovenant, and reimbursement under representation or warranty contained in this Agreement for expenses incurred prior Agreement, which such breach (if susceptible to the date of termination, provided, however, that if cure) remains uncured or is repeated following fifteen (15) days’ written notice from the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15thereof.

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 the Executive’s 's employment at any time for “Cause” if Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. Upon any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages (including accrued but unused vacation time) through the effective date of termination, but Executive shall have no right to receive any compensation or benefit hereunder on and after benefits for any period subsequent the effective date of termination. For the termination purposes of employmentthis Agreement, except “Cause” shall mean: Executive willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Executive shall be entitled Company, breaches this Agreement in any material respect, habitually neglects or materially fails to receive the perform his duties (other than any such failure resulting solely from Executive’s Annual Salaryphysical or mental disability or incapacity) after a written demand for substantial performance is delivered to Executive which identifies the manner in which the Company believes that Executive has not performed Executive’s duties, and other benefits commits, pleads nolo contendere, or is convicted of a felony or any crime involving fraud, embezzlement, misappropriation, theft, or moral turpitude, uses drugs or alcohol in a way that are earned and accrued under this Agreement prior either interferes with the performance of his duties or compromises the integrity or reputation of the Company, Executive’s violation of any law relating to the date Company’s business, or violation of terminationany lawful Company policy, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior procedure or guideline that results in material harm to the date Company as determined by the Company, in its reasonable discretion, or engages in any act of terminationdishonesty involving the Company, Executive’s breach of any agreement with the Company containing confidentiality obligations, commercial bribery, or perpetration of fraud; provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive’s termination for the surviving provisions of this Agreement as described at Section 7.15Cause.

Termination by the Company for Cause. The Company may terminate In the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event the Company terminates the Executive’s 's employment for Cause, he shall be entitled to: (i) Base Salary through the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of his employment; (ii) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (iii) an amount equal to a prorated annual incentive award for the year in which such termination occurs, except based on the actual performance for such year, the amount of which prorated bonus, if any, shall be determined and paid promptly following the end of the year to which such bonus relates; (iv) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; and (v) other or additional benefits in accordance with applicable plans or programs of the Company or its affiliates; (vi) a termination for Cause shall not take effect unless the provisions of this paragraph (vi) are complied with. The Executive shall be given written notice by the Holding Corp. Board of the intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within six months of the Holding Corp. Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, the Executive shall then be entitled to receive a hearing before the Holding Corp. Board. Such hearing shall be held within 15 days of notice to the Company by the Executive’s Annual Salary, provided he requests such hearing within 10 days of the written notice from the Holding Corp. Board of the intention to terminate his employment for Cause. If, within five days following such hearing, the Executive is furnished written notice by the Holding Corp. Board confirming that the Holding Corp. Board has determined, by majority vote at a meeting of the Holding Corp. Board duly called and other benefits that are earned and accrued under this Agreement prior held as to which termination of the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, howeverExecutive is an agenda item, that if the Company terminates the Executive’s employment grounds for Cause specifically pursuant to Section 4.2(a)on the basis of the original notice exist, (b), or (c) above, then no Earned and Accrued Bonus he shall thereupon be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except terminated for the surviving provisions of this Agreement as described at Section 7.15Cause.

Termination by the Company for Cause. The Company may terminate (i) A termination for Cause shall not take effect unless the Executive’s employment at any time for “Cause” if any provisions of this subsection (i) are complied with. Employee shall be given not less than fifteen (15) days written notice by the Board of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty fifteen (3015) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction of the Board (extent such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation possible. If he fails to cure such condition andact or acts or failure or failures to act, if the Executive does so to termination shall be effective on the reasonable satisfaction date immediately following the expiration of the Board, such violation shall fifteen (15) day notice period. If cure is not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curablepossible, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice of such breach to by Employee. During any cure such breach andperiod provided hereunder, if the Executive does so to Board may, in its sole and absolute discretion, prohibit Employee from entering the reasonable satisfaction premises of the Board, such breach shall not constitute Cause Company (or any subsidiary thereof) or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior any such prohibition shall in no event constitute an event pursuant to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus he shall be payable hereunderentitled only to the Accrued Obligations. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company Board may terminate the Executive’s employment services hereunder for Cause (as defined below) at any time upon written notice to Executive. In such event, Executive’s services shall terminate as of the date specified in such notice. In the case of Executive’s termination for Cause, the Company shall pay to Executive: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination (it being understood and agreed that Executive shall have no rights to receive a bonus in respect of the year in which termination for Cause occurs), payable as set forth in Section 4(h), and (ii) other benefits and payments to which Executive is then entitled hereunder in accordance with the terms hereof or pursuant to Section 4(k) in accordance with the terms of such plan or arrangement. For purposes of this Agreement, the Board shall have “Cause” if to terminate Executive’s services hereunder in the event of any of the following have occurred: acts or circumstances: (aA) the Executive’s conviction for (of a felony or pleading entering a plea of guilty or nolo contendere toto any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (B) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the substantial and repeated failure to attempt to perform Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (lawful duties as defined contemplated in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach 2 of this Agreement, except that, if such breach is curable, the Executive shall first have thirty during periods of physical or mental incapacity; (30C) days from his receipt of such notice of such breach Executive’s gross negligence or willful misconduct with respect to cure such breach and, if the Executive does so to the reasonable satisfaction any material aspect of the Board, such breach shall not constitute Cause hereunder. If business of the Company terminates or any of its affiliates, which negligence or misconduct has a material and demonstrable adverse effect on the Company; or (D) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Company’s affiliates governing Executive’s employment for Causeequity compensation arrangements (i.e., the Executive shall have no right any agreement with respect to receive Executive’s stock and/or stock options of any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the ExecutiveCompany’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, affiliates); provided, however, that if the Company terminates the Executive’s employment Executive shall not be deemed to have been terminated for Cause specifically pursuant to Section 4.2(ain the case of clause (B), (bC), or (cD) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise unless any such breach (if correctable) is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate upon such termination of his employment and for Cause describing the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15basis therefor in reasonable detail.

Termination by the Company for Cause. A. The Company may, at its option, terminate this Agreement by giving written notice of termination to Employee without prejudice to any other remedy to which the Company may terminate be entitled, either at law or in equity, under this Agreement, in the Executive’s employment at any time for “Cause” if any of the following have occurredevent that: (ai) the Executive’s Employee is convicted of (and such conviction for (is sustained on final appeal) or, pleads guilty to, or pleading guilty or pleads nolo contendere to) any felony, or to a misdemeanor felony crime involving moral turpitude; (bii) Employee is found by a court of law to be guilty (which guilty verdict is sustained on final appeal) of or pleads guilty to or no contest to fraud, conversion, embezzlement, intentionally falsifying records or reports, or a similar felony involving the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months;Company's property; or (ciii) Employee continues to willfully breach a material provision of this Agreement after having received written notice of such breach and a thirty (30) days' opportunity thereafter to cure such breach. B. In the Executive’s commission event of an act of frauda termination claimed by the Company to be for "cause" pursuant to clauses (i), theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1ii) or the performance (iii) of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunderthis Section 7, except that, if such failure or neglect is curable, the Executive Employee shall have the right to have the justification for said termination determined by arbitration. In such event, Employee shall serve on the Company within thirty (30) days from his receipt of termination, a notice written request for arbitration. The Company immediately shall request the appointment of such failure or neglect to cure such condition and, if an arbitrator by the Executive does so to American Arbitration Association and thereafter the reasonable satisfaction issues shall be determined under the rules of the Board (such cure opportunity being available only once)American Arbitration Association and the decision of the arbitrator shall be final and binding on both parties. The parties shall use all reasonable efforts to facilitate and expedite the arbitration, then such failure or neglect and shall not constitute Cause act to cause the arbitration to be completed as promptly as possible. During the pendency of the arbitration Employee shall continue to receive all compensation and benefits to which he is entitled hereunder; (e) any violation . Expenses of the arbitration shall be borne by the Executive Company pending a final determination of this matter at which time such expenses shall be borne by the parties. C. In the event of termination for any of the Restrictive Covenants reasons set forth in subsection A. of this Section 6 7, except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach as otherwise provided in Section 3 of this Agreement, Employee shall be entitled to no further compensation, Base Salary, Bonus or other benefits under this Agreement, except thatas to that portion of any unpaid Base Salary, Bonus or other benefits accrued and earned by his hereunder up to and including the final, non-appealable determination by arbitration as to the justification for such termination for "cause", if such breach arbitration is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunderinvoked. If the Company terminates the Executive’s employment for Cause, the Executive arbitration is not invoked Base Salary or Bonus and unpaid benefits shall have no right be accrued and earned up to receive any compensation or benefit hereunder on and after including the effective date of such termination. D. Anything herein to the contrary notwithstanding, the employment of the Employee shall not be terminable by the Company for "cause" if the grounds for such terminations are: (i) the result of bad judgment or poor economic results on the part of Employee, (ii) any act or any omission believed by Employee in good faith to have been in or not opposed to the interests of the Company, (iii) any act or omission in respect of which a determination could properly be made that Employee met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the charter or by-laws of the Company, or the laws of the State of Delaware, or the directors' and officers' liability insurance if the Company, in each case as in effect at the time of such act or omission, or (iv) as a result of an act or omission which occurred more than twelve (12) calendar months prior to the Employee's having been given notice of the termination of employmenthis employment for such act or omission unless the commission of such act could not at the time of such commission or omission have been known to a member of the Board of Directors of the Company (other than Employee, except that if he is then a member of the Executive shall be entitled to receive the Executive’s Annual Salaryboard of directors), and other benefits that are earned and accrued under this Agreement in which case more than twelve (12) calendar months prior to the date that the commission of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b)such act or such omission was or could reasonably have been so known, or (cv) above, then no Earned as a result of the continuing course of action which commenced and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such was or could reasonably have been known to a member of the board of directors of the Company (other than Employee) more than twelve (12) calendar months prior to notice having been given to Employee of the termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15his employment.

Termination by the Company for Cause. The Company may terminate In the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event the Company terminates the Executive’s 's employment for Cause, she shall be entitled to: (i) Base Salary through the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of her employment; (ii) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (iii) an amount equal to a prorated annual incentive award for the year in which such termination occurs, except based on the actual performance for such year, the amount of which prorated bonus, if any, shall be determined and paid promptly following the end of the year to which such bonus relates (if the termination occurs during fiscal year 2003, the amount of said bonus shall be paid in full and shall not be pro-rated); (iv) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; and (v) other or additional benefits in accordance with applicable plans or programs of the Company or its affiliates; (vi) a termination for Cause shall not take effect unless the provisions of this paragraph (vi) are complied with. The Executive shall be given written notice by the Holding Corp. Board of the intention to terminate her for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within six months of the Holding Corp. Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If she fails to cure such conduct, the Executive shall then be entitled to receive a hearing before the Holding Corp. Board. Such hearing shall be held within 15 days of notice to the Company by the Executive’s Annual Salary, provided she requests such hearing within 10 days of the written notice from the Holding Corp. Board of the intention to terminate her employment for Cause. If, within five days following such hearing, the Executive is furnished written notice by the Holding Corp. Board confirming that the Holding Corp. Board has determined, by majority vote at a meeting of the Holding Corp. Board duly called and other benefits that are earned and accrued under this Agreement prior held as to which termination of the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, howeverExecutive is an agenda item, that if the Company terminates the Executive’s employment grounds for Cause specifically pursuant to Section 4.2(a)on the basis of the original notice exist, (b), or (c) above, then no Earned and Accrued Bonus she shall thereupon be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except terminated for the surviving provisions of this Agreement as described at Section 7.15Cause.

Termination by the Company for Cause. The Company may terminate In the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event the Company terminates the Executive’s 's employment for Cause, he shall be entitled to: (i) Base Salary through the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of his employment; (ii) the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs; (iii) an amount equal to a prorated annual incentive award for the year in which such termination occurs, except based on the actual performance for such year, the amount of which prorated bonus, if any, shall be determined and paid promptly following the end of the year to which such bonus relates (if the termination occurs during fiscal year 2003, the amount of said bonus shall be paid in full and shall not be pro-rated); (iv) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; and (v) other or additional benefits in accordance with applicable plans or programs of the Company or its affiliates; (vi) a termination for Cause shall not take effect unless the provisions of this paragraph (vi) are complied with. The Executive shall be given written notice by the Holding Corp. Board of the intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within six months of the Holding Corp. Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, the Executive shall then be entitled to receive a hearing before the Holding Corp. Board. Such hearing shall be held within 15 days of notice to the Company by the Executive’s Annual Salary, provided he requests such hearing within 10 days of the written notice from the Holding Corp. Board of the intention to terminate his employment for Cause. If, within five days following such hearing, the Executive is furnished written notice by the Holding Corp. Board confirming that the Holding Corp. Board has determined, by majority vote at a meeting of the Holding Corp. Board duly called and other benefits that are earned and accrued under this Agreement prior held as to which termination of the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, howeverExecutive is an agenda item, that if the Company terminates the Executive’s employment grounds for Cause specifically pursuant to Section 4.2(a)on the basis of the original notice exist, (b), or (c) above, then no Earned and Accrued Bonus he shall thereupon be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except terminated for the surviving provisions of this Agreement as described at Section 7.15Cause.

Termination by the Company for Cause. The Company may may, at its option, terminate the this Agreement and Executive’s employment at any time hereunder for Cause (as defined herein) upon giving notice of termination to Executive, which notice specifies that the Company deems such termination to be for “Cause” if any hereunder and specifies in reasonable detail the grounds for such “Cause.” Executive’s employment shall terminate on the later of the following have occurred: date on which such notice is given or the expiration of any applicable cure period. For purposes hereof, “Cause” shall mean (a) the Executive’s conviction for (or pleading of, guilty or nolo contendere plea to) any felony, or confession of guilt of, a misdemeanor felony or act involving moral turpitude; fraud; (b) the Executive’s indictment for breach of any felony material term of this Agreement or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; the Employee NDA; (c) the Executive’s commission material failure to comply with applicable laws with respect to the execution of an act of fraud, theft, dishonesty or breach of fiduciary duty related the Company’s business operations; (d) Executive’s failure to perform his material assigned duties for the Company, its Business or willful and continued material breach of the Company’s written policies; or (as defined e) Executive’s theft, fraud, embezzlement, or dishonesty in Section 6.1connection with the business operations of the Company or any subsidiary of the Company; provided, however, that (1) in the case of (b), (c) or the performance of the Executive’s duties hereunder; (d) above, Cause shall not be deemed to exist unless and until (x) the continuing failure or habitual neglect by Board has delivered to Executive written notice specifying the grounds for Cause, and informing Executive of the Company’s intent to perform the Executive’s duties hereunder, except that, terminate his employment if such failure or neglect is curablegrounds (if capable of being cured) remain uncured, the Executive shall have and (y) such grounds (if capable of being cured) remain uncured at least thirty (30) days from his receipt of a notice after the Board’s delivery of such failure or neglect notice to cure such condition andExecutive; and (2) in all cases above, if Cause shall not be deemed to exist unless the Executive does so to Company invokes the reasonable satisfaction grounds for Cause within ninety (90) days of the Board (learning of such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by grounds. For the Executive avoidance of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curabledoubt, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) Company may suspend or limit the Executive’s material breach duties in order to investigate whether Cause exists, and such suspension or limitation shall not itself constitute any termination of this AgreementExecutive’s employment. Without altering the foregoing, except that, if such breach is curableand for the avoidance of doubt, the Executive shall first have thirty (30) days from his receipt of such notice of such breach parties understand and agree with respect to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus above that any material failure to comply with applicable laws with respect to the execution of the Company’s business operations that is willful shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15deemed incurable.

Termination by the Company for Cause. The Employment may be terminated by the Company may terminate for Cause (as defined below) without further liability on the Executive’s employment at any time for part of the Company effective immediately upon written notice to Employee. Only the following shall constitute “Cause” if any of the following have occurredfor such termination: (ai) the Executive’s conviction for commission of any act by Employee constituting financial dishonesty against the Company or its subsidiaries (or pleading guilty or nolo contendere to) any felony, or which act would be chargeable as a misdemeanor involving moral turpitudecrime under applicable law); (bii) Employee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, material misconduct, moral turpitude (not involving a traffic offense), illegality or harassment which would, in the ExecutiveCompany’s indictment for reasonable judgment; (A) materially adversely affect the business or the reputation of the Company or any felony of its subsidiaries with their respective current or misdemeanor involving moral turpitudeprospective customers, if suppliers, lenders and/or other third parties with whom such indictment is not discharged entity does or otherwise resolved within eighteen might do business, (18B) monthsexpose the Company or any of its subsidiaries to material damages, liabilities or penalties or (C) expose the Company or any of its subsidiaries to criminal liabilities or penalties; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related willful and repeated failure by Employee to follow the Company, its Business (as defined in Section 6.1) or the performance lawful directives of the Executive’s duties hereunderBoard; (div) any material violation of the continuing failure or habitual neglect Company’s written policies which would customarily be punishable by termination of employment (as determined by the Executive to perform Board of Directors of Parent in good faith), or willful and deliberate non-performance of duty by Employee in connection with the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction business affairs of the Board (such cure opportunity being available only once), then such failure Company or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderits subsidiaries; or (fv) the ExecutiveEmployee’s material breach of this Agreement. Notwithstanding the foregoing, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive there shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment no termination for Cause specifically pursuant to Section 4.2(aSections 6(a)(ii), (biii), (iv) or (cv) abovewithout Employee first being given, then no Earned not less ten (10) days written notice by the Board of Directors of Parent, a reasonable opportunity to be heard before the Board of Directors of Parent and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon a reasonable opportunity to cure the actions or omissions giving rise to “Cause” (to the extent such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15cure is reasonably possible) within a reasonable time period.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the this Agreement and Executive’s employment with the Company for Cause by providing Executive with written notice of the Company's termination for Cause specifying in such notice the termination date, and this Agreement and Executive's employment will terminate at any time for the end of the day on the termination date specified in such notice. For purposes of this Agreement, “Cause” if any means the occurrence of one or more of the following have occurred: events: (a) the Executive’s conviction for (for, or pleading guilty or nolo contendere no contest to) any , a felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor crime involving moral turpitude, if such indictment or any crime that is not discharged injurious to the financial condition, reputation or otherwise resolved within eighteen goodwill of the Company; (18b) months; Executive’s misappropriation of any of the Company's property; (c) the Executive’s commission of an act of fraudengaging in any fraudulent or dishonest conduct in Executive’s dealings with, theftor on behalf of, dishonesty or breach of fiduciary duty related to the Company; (d) Executive’s engaging in any illegal conduct, its Business (except for minor infractions such as defined minor traffic violations, in Section 6.1) or the performance of the Executive’s employment duties hereunder; for the Company; (de) the continuing Executive’s failure or habitual neglect by refusal to follow the Executive lawful and material instructions of the Company's Board of Directors (other than any such failure or refusal resulting from Executive's incapacity due to perform the Executive’s duties hereunder, except thatphysical or mental illness), if such failure or neglect is curable, the Executive shall have refusal continues for a period of thirty (30) days from his receipt after the Company provides Executive with written notice stating the instructions which Executive has failed or refused to follow; (f) Executive’s material breach of a notice of such failure Executive’s obligations under this Agreement or neglect to cure such condition and, any other agreement with the Company (provided that if the Executive does so to Company in good faith determines that the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and breach is curable, the Company shall give Executive shall first have notice of the breach and thirty (30) days from his receipt of notice of such violation in which to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderbreach); or (fg) the Executive’s material breach violation of this Agreementany of the Company's written policies or procedures, except thatincluding, without limitation, any Executive policies, business ethics policies or code of conduct policies, and such violation, if such breach is curablecurable as determined by the Company in good faith, the Executive shall first have remains uncured for a period of thirty (30) days from his receipt of such after the Company provides Executive with written notice of such breach violation; (h) Executive's engaging in any willful misconduct which is injurious to the financial condition, reputation or goodwill of the Company (provided that if the Company in good faith determines that the misconduct is curable, the Company shall give Executive notice of the misconduct and thirty (30) days in which to cure the misconduct); (i) Executive's gross or habitual neglect of Executive’s material employment duties or responsibilities if such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If neglect continues at any time after the Company terminates the provides Executive with written notice of such gross or habitual neglect; (j) Executive's failure to work on a full-time basis in fulfilling Executive’s employment duties hereunder, except for periods in which Executive is absent for scheduled vacations or for sickness, injury or other authorized leaves of absence, if such failure continues at any time after the Company provides Executive with written notice of such failure; or (k) Executive's misuse of alcohol or drugs which materially interferes with Executive's performance of Executive’s duties for the Company or which is injurious to the reputation or goodwill of the Company. Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of terminationshall terminate, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if except the Company terminates shall pay or provide Executive the Executive’s employment for Cause specifically pursuant to Section 4.2(a)Accrued Benefits. Other than the foregoing, (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive Company shall have no further rights or obligations hereunder except for the surviving provisions of to Executive under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment at any time hereunder upon written notice to the Employee for “Cause” if any of the following have occurred: reasons: (ai) the ExecutiveEmployee’s conviction for misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material adverse effect on the business or financial affairs of the Company or the reputation of the Company; (ii) failure by the Employee to cooperate with the Company in any investigation or pleading formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to) any felony, or conviction of the Employee for, a misdemeanor involving moral turpitude; felony (b) the Executive’s or any lesser included offense or crime in exchange for withdrawal of a felony indictment for any felony or misdemeanor charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, if such indictment or any other offense that results in or could result in any prison sentence; (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 the Employee’s duties under this Agreement, that is not discharged or otherwise resolved corrected within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to ten days after written notice from the Company, its Business which notice shall set forth the nature of the breach; (as defined vi) violation in Section 6.1any material respect of any of the Company’s rules, regulations or policies; (vii) or gross insubordination by the Employee in the performance of the ExecutiveEmployee’s duties hereunder; under this Agreement; (dviii) engaging in any conduct, action or behavior that, in the continuing failure reasonable opinion of the Company, has had a material adverse effect on the reputation of the Company or habitual neglect the Employee; (ix) any continued or repeated absence from the Company, unless the absence is approved or excused by the Executive CEO or the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or property of the Company, theft, embezzlement or fraud. In the event that the Company shall discharge the Employee pursuant to perform the Executive’s duties hereunder, except that, if such failure or neglect is curablethis Section 4(c), the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect Company shall not constitute Cause hereunder; (e) have any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of further obligation or liability under this Agreement, except that, if such breach is curable, that the Executive Company shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so pay to the reasonable satisfaction Employee: (i) any portion of the Board, such breach shall not constitute Cause hereunder. If Employee’s Base Salary for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior period up to the date of termination, termination that has been earned but remains unpaid; and (ii) any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior benefits that have accrued to the date Employee under the terms of terminationthe employee benefit plans of the Company, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus which benefits shall be payable hereunder. This Agreement shall otherwise terminate upon such termination paid in accordance with the terms of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15those plans.

Termination by the Company for Cause. The Company may shall have the right to immediately terminate the Executive’s employment and this Agreement at any time for “Cause” if any of the following have occurred:reasons (each of which is referred to herein as “Cause”): (ai) the Executive’s conviction for (or pleading guilty or nolo contendere to) willful and material breach by Executive of any felony, or a misdemeanor involving moral turpitudeprovision of this Agreement; (bii) the a failure by Executive to perform Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment duties which is not discharged or otherwise resolved fully cured in the Company’s reasonable discretion within eighteen (18) months30 days after Executive’s receipt of written notice by the Company describing such failure; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related willful failure to comply with a lawful and reasonable directive from the Company, its Business Board; (as defined iv) Executive’s willful misconduct in Section 6.1) or the performance of the Executive’s duties hereunderhis duties; (dv) the continuing failure any act by Executive of fraud or habitual neglect by the Executive dishonesty with respect to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction any aspect of the Board (such cure opportunity being available only once)Company’s business including, then such failure but not limited to, falsification of Company records or neglect shall not constitute Cause hereundermisappropriation of Company funds; (evi) any violation by the conviction of Executive of a felony (or a plea of nolo contendere with respect thereto); (vii) conduct on the Restrictive Covenants set forth part of Executive that constitutes a breach of any fiduciary duty or duty of loyalty owed to the Company by Executive and that results in Section 6 except thatany loss, if such violation is not willful and is curabledamage, cost or expense to, or any liability or obligation of, the Company of $50,000 or more; (viii) acceptance by Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition andemployment or work with another employer or business or Executive’s employment or work with another employer or business, if the Executive does so except to the reasonable satisfaction extent permitted under Section 2 of the Board, such violation shall not constitute Cause hereunderthis Agreement; or (fix) the Executive’s material breach of Sections 7, 8, or 9 of this Agreement, except that, if such breach is curable. Subject to Executive’s notice and cure opportunity under Section 5(a)(ii) above, the Executive shall first have thirty Company must terminate his employment within ninety (3090) days from his receipt following the expiration of the cure period in order for such notice termination to be considered for Cause for purposes of such breach this Agreement. Subject to cure such breach andthe foregoing sentence, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive Company shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that pay the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are any earned and accrued but unpaid installments of base salary and benefits due to Executive under this Agreement prior to Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination, any Earned and Accrued Bonus, the Company shall have no further obligations to Executive hereunder from and reimbursement under this Agreement for expenses incurred prior to after the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate (i) A termination for Cause shall not take effect unless the Executive’s employment at any time for “Cause” if any provisions of this subsection (i) are complied with. Employee shall be given not less than fifteen (15) days prior written notice by the Board of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty fifteen (3015) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction of the Board (extent such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation possible. If he fails to cure such condition andact or acts or failure or failures to act, if the Executive does so to termination shall be effective on the reasonable satisfaction date immediately following the expiration of the Board, such violation shall fifteen (15) day notice period. If cure is not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curablepossible, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice of such breach to by Employee. During any cure such breach andperiod provided hereunder, if the Executive does so to Board may, in its sole and absolute discretion, prohibit Employee from entering the reasonable satisfaction premises of the Board, such breach shall not constitute Cause Company (or any subsidiary thereof) or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior any such prohibition shall in no event constitute an event pursuant to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus he shall be payable hereunderentitled only to the Accrued Obligations. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Employee's employment ------------------------------------ under this Agreement may be terminated by the Company may terminate the Executive’s employment for "cause" at any time for “Cause” if any upon written notice to the Employee without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for "cause" if: (ai) the Executive’s conviction for (Employee shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Employee shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Employee by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Employee shall commit a material breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance any of the Executive’s duties hereunder; covenants, terms or provisions hereof (dother than pursuant to Section 7 or 8 hereof) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have which breach has not been remedied within thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so after delivery to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation Employee by the Executive Company of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of written notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderthereof; or (fiv) the Executive’s material breach Employee shall have disobeyed reasonable written instructions from the Chairman and Chief Executive Officer, or other appropriate person which are consistent with the terms and conditions of this AgreementAgreement or shall have deliberately, except thatwillfully, if such breach is curablesubstantially and continuously failed to perform the Employee's duties hereunder, the Executive shall first have thirty (30) days from his receipt of such after written notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction and under circumstances effectively constituting a voluntary resignation of the BoardEmployee's position with the Company. Upon termination for cause as provided in this Section 6(b), such breach shall not constitute Cause hereunder. If (A) all obligations of the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and (B) the date of termination, Company shall have any Earned and Accrued Bonus, all rights and reimbursement remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. The At the option of the Company may terminate the Executive’s employment and at any time for “Cause” during the term of this Agreement, this Agreement shall be and become terminated upon 30 days’ written notice of termination from the Company to the Manager, without payment of the Termination Fee, if any of the following have occurredevents shall occur: (ai) the ExecutiveManager, its Affiliates or Freedom Mortgage shall commit a material breach of any provision of this Agreement (including the failure of the Manager to use commercially reasonable efforts to comply with the Company’s conviction Investment Guidelines), which such material breach continues uncured for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitudeperiod of 30 days after written notice of such breach; (bii) the Executive’s indictment for Manager engages in any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theftmisappropriation of funds, dishonesty or breach of fiduciary duty related embezzlement against the Company or any Subsidiary or acts, or fails to the Companyact, its Business (as defined in Section 6.1) a manner constituting willful misconduct, gross negligence or reckless disregard in the performance of the Executive’s its duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of under this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, ; provided, however, that if any such act or omission is committed by one or more employees of the Manager taken without the complicity of the Manager, Freedom Mortgage, any of their Affiliates or their respective directors or principals, the Company terminates shall not have the Executiveright to terminate this Agreement if (A) such employees have been terminated within 30 days after the Manager’s employment actual knowledge of such act or omission, and (B) such employees or Freedom Mortgage has, within 30 days after the Manager’s actual knowledge of such act or omission, made the Company whole for Cause specifically pursuant any loss arising from such act or omission and has otherwise cured the damage caused by such act or omission; (iii) the Manager, Freedom Mortgage or any Affiliate of Freedom Mortgage involved in providing services to Section 4.2(a)the Company is convicted of, or pleads nolo contendere to, a felony violation of any U.S. securities laws; (b)iv) (A) the Manager or Freedom Mortgage shall commence any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (c2) seeking appointment of a receiver, director, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Manager or Freedom Mortgage shall make a general assignment for the benefit of its creditors; or (B) there shall be commenced against the Manager or Freedom Mortgage any case, proceeding or other action of a nature referred to in clause (A) above which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 90 days; or (C) the Manager or Freedom Mortgage shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (A) or (B) above; or (D) the Manager or Freedom Mortgage shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (v) upon a Change of Control of the Manager; or (vi) the Manager shall fail to provide or procure adequate or appropriate personnel necessary for the Manager to source investment opportunities for the Company and to manage and develop the Company’s portfolio; provided, that such default has continued uncured for a period of 60 days after written notice thereof, which notice shall contain a request that the same be remedied; and provided further, that if the Manager, Freedom Mortgage and their Affiliates collectively employ at least 50 employees, then no Earned the Manager will be deemed to have adequate and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15appropriate personnel.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at under this Agreement may be terminated for Cause without further liability on the part of the Company effective immediately upon a vote of the Board and written notice to the Executive (in addition to and not part of any time for written notice required below to determine “Cause”) setting forth in detail the particulars upon which such termination notice is being given. Only the following shall constitute “Cause” if any of the following have occurredfor such termination: (ai) dishonest statements or dishonest acts of the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitudeExecutive with respect to the Company Group which are materially injurious to the Company as determined by the Board in its reasonable judgment; (bii) commission by the Executive’s indictment for any Executive of, or entry by the Executive of a guilty or no contest plea to, (x) a felony or (y) any misdemeanor involving moral turpitude, if such indictment is not discharged deceit, dishonesty or otherwise resolved within eighteen (18) monthsfraud; (ciii) the Executive’s commission willful violation by Executive of an act of frauda federal or state law, theft, dishonesty rule or breach of fiduciary duty related regulation applicable to the Company, its Business (as defined in Section 6.1) or the performance business of the Executive’s duties hereunderCompany of a type and kind that is materially injurious to the Company as determined by the Board in its reasonable judgment; (div) the continuing willful and continued failure or habitual neglect by of the Executive to perform the Executive’s duties hereunder, except that, if with the Company to the Board’s reasonable satisfaction (other than any such failure resulting from incapacity due to physical or neglect mental illness), after a written demand for such performance is curable, delivered to the Executive shall have thirty by the Board which specifically identifies the manner in which the Board believes that the Executive has not performed the Executive’s duties to the Board’s reasonable satisfaction and the Executive has not effected a cure as determined by the Board in its reasonable judgment within fifteen (3015) days from his after receipt of a notice such written notice; (v) material breach of such failure the Non-Compete Agreement or neglect to cure such condition and, if any other material obligations of the Executive does so under this Agreement, not including the matters set forth in sub-section (iv) above, which breach continues uncured to the reasonable satisfaction of the Board within fifteen (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e15) any violation days after receipt by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of written notice of such violation to cure such condition and, if breach; or (vi) willful and material breach by the Executive does so of his obligations under Section 6.1 of the Asset Purchase Agreement, which breach continues uncured to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or Board within fifteen (f15) the Executive’s material breach of this Agreement, except that, if such breach is curable, days after receipt by the Executive shall first have thirty (30) days from his receipt of such written notice of such breach breach. For purposes of this provision, any act, or failure to cure such breach andact, if on the part of the Executive does so based upon authority given pursuant to a resolution duly adopted by the reasonable satisfaction Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In making any determination under this Section 6(a), the Board shall act fairly and in good faith and shall give the Executive an opportunity to appear and be heard at a meeting of the Board or the compensation committee of the Board, such breach shall not constitute Cause hereunder. If which meeting may be held telephonically at the request of either the Company terminates or the Executive, and present evidence on the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15behalf.

Termination by the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment at any time hereunder upon written notice to the Employee for “Cause” if any of the following have occurred: reasons: (ai) the ExecutiveEmployee’s conviction for misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material adverse effect on the business or financial affairs of the Company or the reputation of the Company; (ii) failure by the Employee to cooperate with the Company in any investigation or pleading formal proceeding; (iii) the commission by the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to) any felony, or conviction of the Employee for, a misdemeanor involving moral turpitude; felony (b) the Executive’s or any lesser included offense or crime in exchange for withdrawal of a felony indictment for any felony or misdemeanor charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, if such indictment or any other offense that results in or could result in any prison sentence; (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 the Employee’s duties under this Agreement, that is not discharged or otherwise resolved corrected within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to ten days after written notice from the Company, its Business which notice shall set forth the nature of the breach; (as defined vi) violation in Section 6.1any material respect of any of the Company’s rules, regulations or policies; (vii) or gross insubordination by the Employee in the performance of the ExecutiveEmployee’s duties hereunder; under this Agreement; (dviii) the continuing failure engaging in any conduct, action or habitual neglect by the Executive to perform the Executive’s duties hereunder, except behavior that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to in the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction opinion of the Board, such violation has had a material adverse effect on the reputation of the Company or the Employee; (ix) any continued or repeated absence from the Company, unless the absence is approved or excused by the Board or the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or 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 constitute Cause hereunder; or (f) the Executive’s material breach of have any further obligation or liability under this Agreement, except that, if such breach is curable, that the Executive Company shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so pay to the reasonable satisfaction Employee: (i) any portion of the Board, such breach shall not constitute Cause hereunder. If Employee’s Base Salary for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior period up to the date of termination, termination that has been earned but remains unpaid; and (ii) any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior benefits that have accrued to the date Employee under the terms of terminationthe employee benefit plans of the Company, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus which benefits shall be payable hereunder. This Agreement shall otherwise terminate upon such termination paid in accordance with the terms of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15those plans.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, felony or a misdemeanor involving moral turpitudewhich the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws); (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudeturpitude (which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, that the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” at any time during the Term effective immediately, with the Company’s only obligation being the payment of the Accrued Compensation and without liability for Severance Compensation of any kind, if the Company or the Board reasonably determines that any of the following have has occurred: (ai) the Executive materially breaches any term of Section 8(b) or breaches any term of Sections 8(d), (e) or (g) of this Agreement; (ii) the Executive materially breaches any term of this Agreement other than Sections 8(b), (d), (e) or (g), or materially violates any written Company Group policy, procedure or guideline, unless such breach or violation is remedied within thirty (30) days after the Executive’s conviction for receipt of written notice thereof from the Company; (iii) the Executive fails to promptly disclose to the Board any material information or pleading guilty material developments known to the Executive, in each case, that could reasonably be expected to have a material impact on the business of the Company Group; (iv) the Executive refuses or nolo contendere tofails to follow (other than by reason of disability) any felonylawful direction of the Board consistent with the terms of this Agreement, unless such refusal or failure is remedied within thirty (30) days after the Executive’s receipt of written notice thereof from the Company; provided, that, the Executive shall have only one (1) opportunity to cure such refusal or failure (it being acknowledged that to the extent the Executive uses his good faith efforts to attempt to follow a lawful direction, the failure to accomplish or fulfill such direction shall not be a grounds for termination for Cause absent the occurrence of one of the other events in this Section 7(e)); (v) the Executive engages in any of the following forms of misconduct: A. commission of any felony or commission of any misdemeanor involving personal dishonesty of the Executive or moral turpitude; (b) B. fraud, dishonesty, embezzlement, material theft or material misappropriation of the Company Group’s property; C. excessive or inappropriate use of alcohol in violation of Company policy which impairs the Executive’s indictment for ability to successfully perform his duties and responsibilities or any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) monthsillegal use of an illicit drug in violation of Company policy; (c) D. discriminatory or harassing behavior with any employee, agent or consultant of any member of the Executive’s commission Company Group in violation of an act of fraudCompany policy or federal, theftstate, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) local law; or E. willful misconduct or the performance gross neglect of the Executive’s duties hereunder; and responsibilities that is reasonably likely to result in any material injury to the economic or ethical welfare or the public image of any member of the Company Group, unless such misconduct or neglect is remedied (dif able to be remedied) the continuing failure or habitual neglect by the Executive to perform within thirty (30) days after the Executive’s duties hereunderreceipt of written notice thereof from the Company; provided, except that, if such failure or neglect is curable, the Executive shall have thirty only one (301) days from his receipt of a notice of opportunity to remedy such failure misconduct or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunderneglect; (evi) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty The Company (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of terminationAcquisition taking effect) breach any material covenant representation, or warranty under the Acquisition Agreement, or any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if representation or warranty made by the Company terminates under the Executive’s employment for Cause specifically pursuant Acquisition Agreement proves to Section 4.2(a), (b), be inaccurate or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15incorrect in any material respect.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time of Executive hereunder for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business Cause (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the hereinafter defined). Executive shall have be entitled to thirty (30) days from his receipt of a prior written notice of the Company’s intent to terminate Executive hereunder and the right to address and/or cure such Cause during such thirty (30) day notice period. Any notice of intent to terminate for Cause must specify the particular grounds therefor in reasonable detail. In the event that the employment of Executive is terminated pursuant to this clause (b), the Company will pay to Executive the amount of all accrued but unpaid Base Salary to the date of such termination, but no annual incentive bonus will be paid with respect to (x) the year in which termination occurs, or (y) the immediately prior year if Executive is terminated under this clause (b) prior to payment of the bonus applicable to such prior year. As used herein, “Cause” means Executive’s (i) personal dishonesty, (ii) willful misconduct, (iii) breach of fiduciary duty, (iv) failure to substantially perform assigned duties relating to Executive’s performance hereunder (other than any such failure or neglect owing to cure such condition and, if the Executive does so to the reasonable satisfaction becoming Disabled (as hereinafter defined) as reasonably determined by a majority of the entire Board of Directors of the Company, (such cure opportunity being available only once)v) conviction of, then such failure or neglect shall not constitute Cause hereunder; (e) any violation the entry by the Executive of the Restrictive Covenants set forth in Section 6 except thatany plea of guilty or nolo contendre to, if such violation is not willful and is curable, the Executive shall first have thirty (30) days any felony or other lesser crime that would require removal from his receipt of notice of such violation to cure such condition and, if position at the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or Company (fe.g. any alcohol or drug related misdemeanor) the Executive’s or (vi) material breach of any provision of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction Agreement as reasonably determined by a majority of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date entire Board of Directors of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, Company; provided, however, that if in any of the Company terminates foregoing circumstances, Executive has failed to cure such Cause within the Executive’s employment fifteen (15) day period referenced in the second sentence of this Section 6(b). In the event Executive is terminated for Cause specifically solely pursuant to Section 4.2(a), (b), iv) or (cvi) above, then any stock option held by Executive that is vested at the time of such termination may be exercised until the earlier to occur of (i) the expiration date of such option pursuant to its terms and (ii) one year after such termination. In the event Executive is terminated for Cause other than solely pursuant to (iv) or (vi) above, any stock option held by Executive shall immediately expire and no Earned and Accrued Bonus shall longer be payable hereunder. This Agreement shall otherwise terminate exercisable upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15termination.

Termination by the Company for Cause. The Company may terminate (i) A termination for Cause shall not take effect unless the Executive’s employment at any time for “Cause” if any provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty (30) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of day notice of such violation to period. If cure such condition andis not possible, if as determined by the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curableBoard in its sole discretion, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice of such breach to by Employee. During any cure such breach andperiod provided hereunder, if the Executive does so to Board may, in its sole and absolute discretion, prohibit Employee from entering the reasonable satisfaction premises of the Board, such breach shall not constitute Cause Company (or any subsidiary thereof) or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior any such prohibition shall in no event constitute an event pursuant to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus Employee shall be payable hereunderentitled to: (A) the Accrued Obligations; and (B) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-half months following the end of the fiscal year to which the Annual Bonus relates. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Employee's employment ------------------------------------ under this Agreement may be terminated by the Company may terminate the Executive’s employment for "cause" at any time for “Cause” if any upon written notice to the Employee without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for "cause" if: (ai) the Executive’s conviction for (Employee shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Employee shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Employee by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Employee shall commit a material breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance any of the Executive’s duties hereunder; covenants, terms or provisions hereof (dother than pursuant to Section 7 or 8 hereof) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have which breach has not been remedied within thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so after delivery to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation Employee by the Executive Company of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of written notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderthereof; or (fiv) the Executive’s material breach Employee shall have disobeyed reasonable written instructions from the President and Chief Operating Officer, or other appropriate person which are consistent with the terms and conditions of this AgreementAgreement or shall have deliberately, except thatwillfully, if such breach is curablesubstantially and continuously failed to perform the Employee's duties hereunder, the Executive shall first have thirty (30) days from his receipt of such after written notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction and under circumstances effectively constituting a voluntary resignation of the BoardEmployee's position with the Company. Upon termination for cause as provided in this Section 6(b), such breach shall not constitute Cause hereunder. If (A) all obligations of the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and (B) the date of termination, Company shall have any Earned and Accrued Bonus, all rights and reimbursement remedies under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15applicable law.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if upon written notice to the Executive following the occurrence of any of the following have occurredevents: (a) the Executive’s conviction for Executive is convicted of (or pleading pleads guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment Executive is indicted for or charged with the commission of any felony or misdemeanor involving moral turpitude, if such indictment or charge is not discharged dismissed or otherwise resolved discharged without any finding or admission of guilt within eighteen twelve (1812) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.17.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 7 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, earned and accrued Annual Bonus, all other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for of expenses incurred by the Executive prior to the date of termination, such termination for expenses that are reimbursable expenses under the terms of this Agreement; provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a5.2 (a), (b), or (c) above, then no Earned earned and Accrued accrued Annual Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.158.14.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if upon written notice to the Executive following the occurrence of any of the following have occurredevents: (a) the Executive’s conviction for Executive is convicted of (or pleading pleads guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment Executive is indicted for or charged with the commission of any felony or misdemeanor involving moral turpitude, if such indictment or charge is not discharged dismissed or otherwise resolved discharged without any finding or admission of guilt within eighteen twelve (1812) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.17.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his her receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 7 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his her receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the BoardBoard (such cure opportunity being available only once), such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his her receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the BoardBoard (such cure opportunity being available only once), such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, earned and accrued Annual Bonus, all other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for of expenses incurred by the Executive prior to the date of termination, such termination for expenses that are reimbursable expenses under the terms of this Agreement; provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a5.2 (a), (b), or (c) above, then no Earned earned and Accrued accrued Annual Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.158.14.

Termination by the Company for Cause. The At any time during the Term, the Company may terminate the this Agreement and Executive’s employment with the Company for Cause by providing Executive with written notice of the Company's termination for Cause specifying in such notice the termination date, and this Agreement and Executive's employment will terminate at any time for the end of the day on the termination date specified in such notice. For purposes of this Agreement, “Cause” if any means the occurrence of one or more of the following have occurred: events: (a) the Executive’s conviction for (for, or pleading guilty or nolo contendere no contest to) any , a felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor crime involving moral turpitude, if such indictment or any crime that is not discharged injurious to the financial condition, reputation or otherwise resolved within eighteen goodwill of the Company; (18b) months; Executive’s misappropriation of any of the Company's property; (c) the Executive’s commission of an act of fraudengaging in any fraudulent or dishonest conduct in her dealings with, theftor on behalf of, dishonesty or breach of fiduciary duty related to the Company, its Business ; (as defined in Section 6.1d) Executive’s failure or refusal to follow the performance lawful instructions of the Executive’s duties hereunder; 's superior or of the Company's Board of Directors (d) the continuing other than any such failure or habitual neglect by the Executive refusal resulting from Executive's incapacity due to perform the Executive’s duties hereunder, except thatphysical or mental illness), if such failure or neglect is refusal continues for a period of ten (10) days after the Company provides Executive with written notice stating the instructions which Executive has failed or refused to follow; (e) Executive’s breach of her obligations under this Agreement or any other agreement with the Company and such breach, if curable, the Executive shall have thirty remains uncured for a period of ten (3010) days from his receipt of a after the Company provides Executive with written notice of such failure breach; (f) Executive’s violation of any of the Company's written policies or neglect to cure procedures, including, without limitation, any employee policies, business ethics policies or code of conduct policies, and such condition andviolation, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty remains uncured for a period of ten (3010) days from his receipt of after the Company provides Executive with written notice of such violation to cure such condition and, if the Executive does so violation; (g) Executive's engaging in any willful misconduct which is injurious to the reasonable satisfaction financial condition, reputation or goodwill of the Board, such violation shall not constitute Cause hereunderCompany; or or (fh) Executive's misuse of alcohol or drugs which materially interferes with Executive's performance of her duties for the Executive’s material breach of this Agreement, except that, if such breach Company or which is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so injurious to the reasonable satisfaction reputation or goodwill of the Board, such breach shall not constitute Cause hereunderCompany. If the Company terminates the Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of terminationshall terminate, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if except: (y) the Company terminates shall pay Executive that portion of her Base Salary which shall have been earned through the Executive’s employment for Cause specifically pursuant to Section 4.2(a)termination date; and (z) the Company shall pay or provide Executive such other payments and benefits, (b)if any, or (c) abovewhich have accrued and vested hereunder before the termination date. Other than the foregoing, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive Company shall have no further rights or obligations hereunder except for the surviving provisions of to Executive under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may A majority of the entire membership of the Board of Directors shall have the right to terminate the Executive’s Employee's employment at any time for “Cause” if any of the following reasons (each of which is referred to herein as "Cause") by giving Employee written notice which specifically identifies in reasonable detail the Cause and affords reasonable opportunity for a hearing before the Board of Directors with the right to be accompanied by counsel, and Employee shall have occurred:fifteen (15) days from the receipt of such notice (or, if later, the date of such hearing) to cure such Cause, to the extent such Cause is curable. If the Cause is not cured within said fifteen (15) days or the Cause is not curable, the Company may give Employee written notice of the effective date of termination (which effective date may be the date of such notice): (a1) the Executive’s conviction for (willful breach of any provision of Sections 1 or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude6 hereof; (b2) any act of intentional fraud or dishonesty which results in a loss damage or injury to the Executive’s indictment for any felony Company or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) monthswhich adversely affects the business of the Company; (c3) the Executive’s commission continued use of an act illegal drugs or abuse of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunderalcohol; (d4) as a result of Employee's gross negligence or willful misconduct, Employee shall violate, or cause the continuing failure Company to violate, any applicable federal or habitual neglect by state securities or banking law or regulation and as a result of such violation, shall become, or shall cause the Executive Company or any affiliate to perform the Executive’s duties hereunder, except that, if such failure or neglect is curablebecome, the Executive shall have thirty (30) days subject of any legal action or administrative proceeding seeking an injunction from his receipt further violations or a suspension of a notice of such failure any right or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunderprivilege; (e5) as a result of Employee's gross negligence or willful misconduct, Employee shall commit any violation by act that causes, or shall knowingly fail to take reasonable and appropriate action to prevent, any material injury to the Executive financial condition or business reputation of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderCompany or any affiliate; or (f6) conviction of a felony or entry of a plea of guilty or nolo contendere. If a majority of the Executive’s material breach Board of Directors terminates Employee's employment for any of the reasons set forth above in this Agreement, except that, if such breach is curableSection 5(d), the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit further obligations hereunder on accruing from and after the effective date of the termination of employment, except that the Executive and shall be entitled to receive the Executive’s Annual Salary, have all other rights and other benefits that are earned and accrued remedies available under this Agreement prior to the date of termination, or any Earned other agreement and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), at law or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15in equity.

Termination by the Company for Cause. The Company may shall have the right to terminate the Executive’s employment this Agreement for cause at any time for “Cause” if by giving written notice to A&M and Alvarez. The Compxxx xxxll have "cause" if, prior to such termination, (i) the Company's Board of Directors makes a determination in good faith of A&M's, Alvarez's or any Sxxxxxx Xxployee's willful misconduct or breach of fiduciary duty, (ii) any of A&M, Alvarez or any Supxxxx Xxployee (the following have occurred: (a"A&M PARTIES") the Executive’s conviction for (or pleading guilty or nolo contendere to) commits any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an material act of fraud, theftdishonesty, dishonesty embezzlement or misappropriation of funds or property in connection with the services rendered hereunder, or (iii) any of the A&M Parties commits a material breach of fiduciary duty related any of their respective obligations hereunder, and shall fail to remedy such breach within 30 days after having received written notice from the Company. If this Agreement is terminated by the Company for cause under this Section 7(a), then (i) the A&M Parties shall not be entitled to receive any further compensation under this Agreement, (ii) all unexercised A&M Options, whether or not then vested, shall expire, and (iii) the Company shall have the option, for a period of 12 months after such termination, to purchase all of shares of Common Stock then owned by A&M or the Affiliate at a purchase price equal to the Company, its Business lesser of the amount paid by A&M or the Affiliate for such shares of Common Stock or the Fair Market Value (as defined in Section 6.17(e) below) of such shares of Common Stock, which purchase price shall be applied and set-off first against the amounts outstanding under the Recourse Promissory Note and second against the amounts outstanding under the Non-Recourse Promissory Note, in each case, first to accrued interest and then to principal (such application being referred to as the "REQUIRED APPLICATION OF PROCEEDS"). The Company shall provide A&M written notice of the Company's intention to exercise its option to purchase the Common Stock owned by A&M or the performance of the Executive’s duties hereunder; Affiliate under clause (diii) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement above prior to the date expiration of termination, any Earned and Accrued Bonusthe 12 month period referred to in clause (iii), and reimbursement under this Agreement for expenses incurred prior to the date closing of termination, provided, however, that if such purchase shall occur as soon as practically possible after the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon giving of such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15notice.

Termination by the Company for Cause. (i) A termination of the Executive’s employment by the Company shall not be considered to be for Cause unless the provisions of this Section 13(c)(i) are complied with. The Executive shall be given written notice by the Board of the intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. The Executive shall also be entitled to a hearing before the Board, to be held within 15 days of notice to the Company may by the Executive, provided he requests such hearing within 10 days of the written notice from the Board of the intention to terminate his employment for Cause. Notwithstanding the foregoing procedures, the Board shall have the right to suspend or terminate the Executive’s employment at any time for “Cause” if any upon or after giving the written notice described above, regardless of the following have occurred: (a) whether the Executive’s conviction for (opportunity to cure has expired and regardless of whether or pleading guilty not any such hearing has been requested or nolo contendere to) any felonyheld, or a misdemeanor involving moral turpitude;without prejudice to the question of whether Cause exists, and without having been deemed to have breached this Agreement. (bii) In the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after be entitled to: (A) Base Salary through the effective date of the termination of his employment; (B) an amount equal to a prorated Annual Bonus for the Fiscal Year in which such termination occurs, except that based on the actual performance for such Fiscal Year, the amount of which prorated Annual Bonus, if any, shall be determined and paid promptly following the end of the Fiscal Year to which such Annual Bonus relates; (C) any amounts earned, accrued or owing to the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued but not yet paid under this Agreement prior to the date Agreement; and (D) other or additional benefits, in any, in accordance with applicable plans or programs of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.its affiliates;

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, felony or a misdemeanor involving moral turpitudewhich the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws); (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudeturpitude(which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his her receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, that the Executive shall first have thirty (30) days from his her receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his her receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for as termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

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 the Executive’s employment at any time for “Cause” if Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. Upon any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment termination for Cause, Executive shall be entitled to payment of all accrued and unpaid compensation and wages (including accrued but unused vacation time) through the effective date of termination, but Executive shall have no right to receive any compensation or benefit hereunder on and after benefits for any period subsequent the effective date of termination. For the termination purposes of employmentthis Agreement, except “Cause” shall mean: Executive willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Executive shall be entitled Company, breaches this Agreement in any material respect, habitually neglects or materially fails to receive the perform his duties (other than any such failure resulting solely from Executive’s Annual Salaryphysical or mental disability or incapacity) after a written demand for substantial performance is delivered to Executive which identifies the manner in which the Company believes that Executive has not performed Executive’s duties, and other benefits commits, pleads nolo contendere, or is convicted of a felony or any crime involving fraud, embezzlement, misappropriation, theft, or moral turpitude, uses drugs or alcohol in a way that are earned and accrued under this Agreement prior either interferes with the performance of his duties or compromises the integrity or reputation of the Company, Executive’s violation of any law relating to the date Company’s business, or violation of terminationany lawful Company policy, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior procedure or guideline that results in material harm to the date Company as determined by the Company, in its reasonable discretion, or engages in any act of terminationdishonesty involving the Company, Executive’s breach of any agreement with the Company containing confidentiality obligations, commercial bribery, or perpetration of fraud; provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except at least forty-five (45) calendar days to cure, if curable, any of the events which could lead to Executive’s termination for the surviving provisions of this Agreement as described at Section 7.15Cause.

Termination by the Company for Cause. The Company may terminate the Executive’s employment of Executive for Cause under this Agreement at any time for and without notice. As used in this Agreement, “Cause” if any shall include: (i) the failure of such Executive to perform such duties as are reasonably requested by the Board, which requested duties must be consistent with the duties of an executive at the same level of the following have occurred: Executive; (aii) the failure by Executive to observe the material policies of the Company and its subsidiaries applicable to Executive and communicated to Executive in writing; (iii) any act or omission constituting gross negligence or willful misconduct of Executive in the performance of his duties; (iv) the breach of any material provision of this Agreement; (v) any act or omission constituting fraud, embezzlement, disloyalty or dishonesty against the Company or its subsidiaries; or (vi) Executive’s conviction for (of, or pleading guilty or a plea of nolo contendere to, a felony; provided with respect to parts (i), (ii) any felonyand (iv) of this clause, the Board shall provide Executive with notice of such material violation (which notice shall specifically identify the manner and set forth specific facts, circumstances and examples of which the Board believes that the Executive has failed to perform his duties, violated this Agreement or failed to observe material policies) and Executive shall willfully fail to cure such breach or nonperformance within a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect reasonable time period established by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have Board of not less than thirty (30) calendar days from his after Executive’s receipt of such notice, which period shall be sufficient to provide Executive with a notice of such failure or neglect reasonable opportunity to cure such condition anddefects. Any such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once)in equity, then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of under this Agreement, except that, if such breach is curable, . In the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the event Executive’s employment under this Agreement is terminated for Cause, Executive shall cease to be an employee after the Executive date of termination and shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to after the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, ; provided, however, that if nothing in this Agreement is intended to affect any rights that Executive may have as a shareholder of the Company terminates the Executive’s employment for Cause specifically pursuant or to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall which Executive may be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15entitled under any employee benefit plan.

Termination by the Company for Cause. (i) The Company may terminate the Executive’s employment at any time for “Cause” if , effective upon Executive’s receipt of written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (i), (ii) or (iii) of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felonydefinition of Cause, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) extent that such act or the performance of the Executive’s duties hereunder; (d) the continuing acts or failure or habitual neglect by the Executive failures to perform the Executive’s duties hereunder, except that, if such failure or neglect is act are curable, the Executive shall have be given not less than thirty (30) days from his receipt days’ written notice by the Board of a the Company’s intention to terminate him for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, and such termination shall be effective at the expiration of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of day notice of period unless Executive has fully cured such violation act or acts or failure or failures to cure act that give rise to Cause during such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; orperiod. (fii) In the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event that the Company terminates the Executive’s employment for Cause, the Executive shall have no right be entitled only to the Accrued Obligations. (iii) Notwithstanding the foregoing, if the Company terminates Executive’s employment for Cause during the Optional Term, Executive shall receive any compensation or benefit hereunder sixty-six percent (66%) of the Special Bonus (to the extent not yet paid) on and after the Company’s first regular payroll date following the effective date of the termination Release of employmentClaims in accordance with Section 8(g) hereof; provided, except that the that, Executive shall be entitled required to receive repay the Executive’s Annual Salarynet (after-tax) amount of the Special Bonus (or portion thereof) actually paid to Executive upon the expiration of the thirty (30) day notice period described below, in the event that Executive materially breaches any provision of the Non-Interference Agreement (it being agreed by the parties that a breach of the non-competition covenants included in the Non-Interference Agreement shall be deemed material) and other benefits that are earned and accrued under this Agreement prior to does not cure such breach within thirty (30) days after receipt of written notice thereof from the date Company. For the avoidance of terminationdoubt, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant during the 6 Month Term, Executive shall not be entitled to Section 4.2(a), receive any portion of the Special Bonus. (b), or (civ) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon Following such termination of Executive’s employment and the for Cause, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate ------------------------------------ the Executive’s employment at any time for “Cause” if Employment Period effective immediately upon written notice to Executive in the event of any of the following have occurredfollowing: (ai) Executive's material breach of any material term or condition of this Agreement, such breach continuing unremedied for 30 days after written notice thereof from the Company specifying the acts constituting the breach and requesting that they be remedied, it being understood that issues with respect to the quality of Executive’s conviction 's performance or results thereof shall not be grounds for termination under this Section 8.6; (ii) Executive's (A) personal dishonesty, fraud, misappropriation, willful misconduct or breach of fiduciary duty, in each such case materially harmful to the Company's property, personnel or business operations, or materially damaging to the Company's relationships with its customers, clients or employees or materially detrimental to the goodwill of the Company; or (B) intentional failure to perform the duties of his employment or his other obligations hereunder, or any continuing action by Executive materially detrimental to the goodwill of the Company or materially damaging to the Company's relationships with its customers, clients or employees, which non- performance or actions remain unremedied for 30 days after written notice thereof from the Company specifying in detail the non-performance or actions and requesting that they be remedied, it being understood that issues with respect to the quality of Executive's performance or results thereof shall not be grounds for termination under this Section 8.4; (iii) Executive's pleading guilty or nolo contendere no-contest to) any felony, or conviction of, a misdemeanor felony or a crime involving moral turpitudeturpitude or fraud; (biv) misappropriation (or attempted misappropriation) of any of the Executive’s indictment for Company's funds or property or of a business opportunity of the Company, including attempting to secure or securing any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) monthspersonal profit in connection with any transaction entered into on behalf of the Company; (cv) the Executive’s commission 's conviction of an act of fraud, theft, any criminal offense involving dishonesty or breach of fiduciary duty related trust or money laundering, or Executive's agreement to the Company, its Business enter into a pretrial diversion or similar program in connection with a prosecution for such offense; (as defined vi) Executive's gross negligence in Section 6.1) or connection with the performance of the Executive’s duties 's obligations hereunder; (dvii) the continuing failure Executive's excessive drunkenness, use of illegal drugs or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt abuse of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereundercontrolled substance; or (fviii) Executive's excessive absenteeism not related to Executive's illness. Upon termination of the Executive’s material breach Employment Period pursuant to this Section 8.6, the Executive will be bound by the provisions of Section 7 and the Company will not have any liability to Executive in respect of this Agreement, except thatincluding, if such breach is curablewithout limitation, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so claims for damages or liability to the reasonable satisfaction of the BoardCompany by Executive for compensation, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, severance payments and other benefits that are earned and which would have accrued under this Agreement prior to the date of Executive hereunder after termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, ; provided, however, that if -------- ------- all compensation, benefits and reimbursements accrued through the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus date of termination shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and paid to Executive at the Executive shall have no further rights or obligations hereunder except for times normally paid by the surviving provisions of this Agreement as described at Section 7.15Company.

Termination by the Company for Cause. The Company may discharge the Executive and thereby terminate his employment hereunder upon written notice to the Executive’s employment at any time Executive for “Cause” if any of the following have occurred: reasons: (ai) material violation of any policy regarding substance abuse as may be promulgated by the Company from time to time; (ii) the Executive’s willful failure to substantially perform the duties or responsibilities of his position as those may be delegated or assigned to the Executive by the President and CEO or by the Board; (iii) any material breach of any covenant or agreement contained in SECTIONS 6 OR 7 of this Agreement; (iv) engaging in intentional conduct that causes material damage to the Company or its business reputation; (v) conviction for (by trial or guilty plea) or a plea of non-contest, NOLO CONTENDERE or similar plea to a felony (or pleading guilty misdemeanor which the Company determines to have or nolo contendere tocould have a material adverse effect on the Company or its reputation) which has become non-appealable; (vi) adjudication as an incompetent; or (vii) misappropriation of any felony, funds or a misdemeanor involving moral turpitude; (b) property of the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) Company materially affecting the Executive’s commission of an act of fraudCompany, theft, dishonesty embezzlement or breach of fiduciary duty related fraud; provided, however, that with respect only to subsections (i) and (ii) above, the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by Company shall not discharge the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, for cause unless the Executive shall have thirty (30) days from his receipt of a notice of such failure fails, refuses or neglect to for any reason does not cure such condition and, if the Executive does so violation to the reasonable satisfaction of the Board (such cure opportunity being available only onceCompany within 30 days following written notice from the Company that there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to this SECTION 5(a), then such failure or neglect the Company shall not constitute Cause hereunder; (e) have any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of further obligation or liability under this Agreement, except that, if such breach is curable, that the Executive Company shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so pay to the reasonable satisfaction Executive: (i) any portion of the Board, such breach shall not constitute Cause hereunder. If Executive's Base Salary for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior period up to the date of termination, termination that has been earned but remains unpaid; and (ii) any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior benefits that have accrued to the date Executive under the terms of termination, provided, however, that if the benefit plans of the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a)in which he is a participant, (b), or (c) above, then no Earned and Accrued Bonus which benefits shall be payable hereunder. This Agreement shall otherwise terminate upon such termination paid in accordance with the terms of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15those plans.

Termination by the Company for Cause. The Company may terminate Executive's employment for Cause in accordance with this Section 5.1. The termination of Executive's employment shall not be deemed for Cause unless and until the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related Company delivers to the CompanyExecutive written notice setting forth the grounds for such termination and Executive is given an opportunity, its Business within ten (as defined in Section 6.110) or the performance business days of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect notice, to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of be heard before the Board, such violation shall not constitute Cause hereunder; or (f) together with counsel of Executive's choosing. For the Executive’s material breach purposes of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of when used in connection with the termination of employmentExecutive's employment with the Company, except that "Cause" shall mean: (i) Executive's failure to perform the material duties of his position (other than as a result of Disability (as defined below) including Executive's failure to devote appropriate business time, attention or effort to the faithful and diligent performance of Executive's duties; (ii) Executive's willful misconduct or gross negligence in the performance of his duties to the Company; (iii) any act of personal dishonesty taken by Executive shall be entitled to receive in connection with Executive's responsibilities as an employee of the Executive’s Annual Salary, and other benefits that are earned and accrued Company; (iv) acts of Executive which constitute willful fraud on the part of Executive in connection with his duties under this Agreement prior Agreement, including, but not limited to, misappropriation or embezzlement of Company funds; (v) a breach by Executive of any fiduciary duty or duty of loyalty owed to the date Company; (vi) the commission by Executive of termination, any Earned felony or other crime involving moral turpitude; (vii) a material breach of Executive's obligations under any agreement entered into between Executive and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date Company; (viii) a material breach of termination, provided, however, that if the written policies or procedures of the Company terminates that have been communicated to Executive; (ix) any conduct in the performance of Executive’s 's employment for Cause specifically pursuant which Executive knows or should know violates applicable law or regulation or causes the Company to violate applicable law or regulation, including without limitation state, federal or foreign laws and regulations; (x) the refusal by Executive to: (1) follow any lawful directive of the Board or (2) otherwise to perform his duties; (xi) any violation of Section 4.2(a)7 of this Agreement; (xii) if Executive: (1) obstructs or impedes, (b)2) endeavors to influence, obstruct or impede, or (c3) abovefails to materially cooperate with, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and any investigation authorized by the Executive shall have no further rights Board or obligations hereunder except for the surviving provisions any governmental or self-regulatory agency; or (xiii) any other material violation of this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s Xxxxxx'x employment under this Agreement at any time for “Cause (as hereinafter defined). The termination shall be evidenced by written notice thereof to Xxxxxx, which shall specify the cause for termination. For purposes of this Section 3.2, the term "Cause” if " shall be limited to the following: (i) commission of any act of the following have occurred: fraud by Xxxxxx with respect to which there is an admission of guilt or an indictment, conviction or civil judgment; (aii) the Executive’s misappropriation of funds or embezzlement by Xxxxxx with respect to which there is an admission of guilt or an indictment, conviction for or civil judgment; (iii) Xxxxxx'x indictment or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for conviction on any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen criminal charges (18) months; (c) the Executive’s commission excluding vehicular crimes unless a prison term of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt or more is actually imposed); (iv) willful misconduct or malfeasance in the performance of a notice Xxxxxx'x duties in any material respect; (v) any willful misrepresentation or willful series of such failure or neglect to cure such condition and, if the Executive does so misrepresentations made by Xxxxxx to the reasonable satisfaction Company or its Board of Directors in connection with the performance of his duties hereunder which individually or in the aggregate are material; (vi) cessation of the Board Company due to bankruptcy or insolvency; (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (evii) any violation material breach by Xxxxxx of any of the provisions of Sections 4 or 5 of this Agreement; or (viii) any other material breach by Xxxxxx of this Agreement (including, without limitation, any willful failure to adhere to instructions given by the Executive Board of the Restrictive Covenants set forth in Section 6 except that, if such violation Directors) which is not willful and is curable, the Executive shall first have cured by Xxxxxx within thirty (30) days from after his receipt of written notice of such violation to cure such condition andthereof; provided, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, that if such breach failure is curable, the Executive shall first have curable but is incapable of cure within thirty (30) days from his receipt of after such written notice, Xxxxxx shall have ninety (90) days after such notice of such breach to cure the failure, so long as Xxxxxx commences action to cure such breach and, if failure within such thirty (30) day period and thereafter diligently and continuously takes action to cure such failure during the Executive does so to the reasonable satisfaction remainder of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), ninety (b), or (c90) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15days.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a1) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for “Cause” as defined below, the Executive shall have no right is entitled to, and the Company will pay to receive any compensation or benefit hereunder on and after Executive, the effective date of the termination of employment, except that the Executive shall be entitled to receive following only: (a) the Executive’s Annual Salary, and other benefits that are Base Salary earned and accrued under this Agreement prior to through the date of termination; (b) all accrued and unused vacation time through the date of termination, and any Earned other form of unused and accrued benefits through the date of termination which under Company policy and/or applicable law must be paid to the Executive upon termination, if any; (c) upon submission of proper proof, any reimbursement for expenses incurred, but not yet paid to the Executive, if any; and (d) any Bonus described in Section 2(b) already earned by the Executive for a prior fiscal year which has closed, to the extent such Bonus has not yet been paid to the Executive, if any; the Executive will have no entitlement to any Bonus for the current fiscal year (i.e., the fiscal year in which the termination occurs) of the Company. (The foregoing items listed in this Section 3(b)(1)(a)-(d) shall be referred to herein as the “Accrued BonusBenefits.”) (2) The term “Cause” shall mean, and reimbursement as determined by the Board: (i) the commission by the Executive of an act of theft, fraud, embezzlement, falsification of the Company or customer documents, misappropriation of funds or other assets of the Company, or other acts of dishonesty or misconduct involving the property or affairs of the Company or the carrying out of the Executive’s duties; (ii) the conviction of the Executive (by trial, upon a plea or otherwise) or the admission of guilt by the Executive, of any felony or criminal act of moral turpitude; (iii) the failure by the Executive to substantially perform his duties or responsibilities under this Agreement for expenses incurred prior to or follow a reasonable instruction of the date of terminationBoard, provided, however, provided that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a)such failure is capable of cure, (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights is given written notice of any such failure and fails to remedy the same within ten (10) days of receipt of such notice; (iv) if the Executive commits a material breach or obligations hereunder except for material non-observance of any of the surviving provisions terms or conditions of this Agreement as described at Section 7.15or any Exhibit hereto, provided that if such breach or non-observance is capable of cure, the Executive is given written notice of any such breach or non-observance and fails to remedy the same within ten (10) days of receipt of such notice; (v) if the Executive breaches any fiduciary duty to the Company or violates any other contractual, statutory, common law or other legal duty to the Company, in a manner that has a material adverse effect on the Company and/or its subsidiaries or their respective properties or assets; or (vi) gross negligence or willful misconduct by the Executive in the performance of his duties.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated by the Company for Cause at any time for “Cause” if any upon delivery of the following have occurred: (a) the written notice to Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment is terminated by the Company for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive only (i) the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement Base Salary through the date of termination; (ii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of terminationExecutive’s termination and for any costs incurred by Executive in connection with the termination of the automobile lease, if any; and (iii) such employee benefits, if any, as to which Executive may be entitled under the employee benefit plans or policies of the Company according to their terms, all reduced by any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior amounts owed by Executive to the date Company ((i), (ii) and, (iii) above are collectively “Accrued Rights”). Following such termination of termination, provided, however, that if the Company terminates the Executive’s employment by the Company for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights to any compensation or obligations hereunder except any other benefits under this Agreement or otherwise. “Cause” shall mean termination of Executive on any of the following grounds as determined in the sole judgment of the Board: (i) continued failure by Executive to perform Executive’s material duties with respect to the Company or its affiliates for a period of more than 30 days after receipt of written notice from the surviving provisions Company of Executive’s failure to perform duties; (ii) fraud, misappropriation, embezzlement or acts of similar dishonesty; (iii) conviction of a felony or any other crime involving moral turpitude; (iv) illegal use of drugs or excessive use of alcohol in the workplace; (v) misconduct that may subject the Company or its affiliates to criminal or civil liability; (vi) breach of Executive’s duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (vii) intentional disregard of the Company’s policies and procedures; (viii) breach of any of the terms of this Agreement as described at Section 7.15or any other agreement between Executive and the Company; (ix) adjudicated guilty in a court of competent jurisdiction for, or a settlement agreement is reached with respect to claims of, discrimination or harassment of any employee; or (x) insubordination or deliberate refusal to follow the reasonable instructions of the CEO and/or the Board.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) If the Executive’s conviction for Company (or pleading guilty or nolo contendere toAffiliate or, if applicable, the Disaggregated Entity) any felonyterminates Executive's employment for Cause during the Employment Period, or a misdemeanor involving moral turpitude;the Company's sole obligation to Executive under Articles II, IV, VI and VIII shall be to pay Executive (bi) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related pursuant to the Company's then-effective Plans, its Business a lump-sum cash amount equal to all Accrued Obligations (as defined in provided that any amounts due under any tax-qualified plans (under Section 6.1401(a) or the performance of the Executive’s duties hereunder;Code) shall be paid in accordance with the provision of those plans) determined as of the Termination Date, and (dii) the continuing failure or habitual neglect by Enhanced SERP pursuant to the Executive terms of the SERP regarding form of payment, as in effect from time to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the time; and Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, severance payment hereunder; provided, however, that if the Company terminates the Executive’s 's employment for Cause specifically pursuant based on Executive's material breach of the Restrictive Covenants, and obtains a judicial determination or final arbitration decree as provided in Section 12.8 (collectively, the "Determination") at any time before or after Executive is terminated for Cause, the Company's sole obligation to Section 4.2(aExecutive under Articles II, IV, VI and VIII shall be to pay Executive his Accrued Base Salary and Accrued Annual Incentive. (b) During the time ("Determination Period"), if any, between such termination for Cause based on Executive's material breach of the Restrictive Covenants and the date of the Determination (bor, if applicable, the date proceedings conclude without a Determination having been made), but subject to the repayment provisions of Section 12.8(c), (i) Executive and his eligible dependents shall be eligible for the retiree health care coverage benefits provided under the Company's health care plans under the terms of the Company's health care plans as in effect from time to time, and (ii) Enhanced SERP payments, regardless of the form of payment elected, shall be no greater than the monthly amount Executive (and in the event of Executive's death during the Determination Period, his surviving spouse) would receive if Executive elected a Marital Annuity (as defined in Attachment B). Such amounts shall be payable monthly during the Determination Period commencing with the date elected by Executive for such commencement, and the Company shall deposit any Enhanced SERP amounts that would otherwise be paid in excess of such Marital Annuity monthly amounts in an escrow account established by the Company for this purpose, to be paid from the escrow to the Company upon the Determination, or to Executive if the Determination Period ends without a Determination. (c) aboveIf Executive is terminated for Cause, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving The remaining applicable provisions of this Agreement as described at Section 7.15(including the Restrictive Covenants) shall continue to apply.

Termination by the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder for Cause at any time after providing written notice to Employee, which notice shall provide in reasonable detail the reason(s) for such termination. For purposes of this Agreement, “Cause” if shall mean any of the following have occurred: following: (ai) the ExecutiveEmployee’s conviction for (willful or pleading guilty intentional failure or nolo contendere to) any felonyrefusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or a misdemeanor involving moral turpitude; as contemplated under (bby virtue of Employee’s office) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if this Agreement where such failure or neglect is curable, the Executive refusal shall not have ceased or been remedied within thirty (30) days following written warning from his receipt the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (a) such matters as are not curable, or (b) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s negligence related to the discharge of Employee’s duties; (iii) any act or failure to act by Employee constituting fraud, moral turpitude, or involving a notice knowing, willful or intentional misrepresentation, theft, embezzlement, or dishonesty (collectively, “Fraud”); (iv) conviction of an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; or (vi) the Employee commits moral turpitude; (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company not contrary to the provisions of this Agreement, where such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect refusal shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have ceased or been remedied within thirty (30) days following written warning from his receipt of notice of the Company, provided that such violation obligation to provide written warning and the related right to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or apply to (fa) the Executive’s material breach of this Agreement, except that, if such breach is matters as are not curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (cb) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions repeated violations of this Agreement as described at Section 7.15clause (vii); and (viii) Employee's violation of the Company's Code of Ethics and Business Conduct, the signing of which is a pre-condition of employment.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time under this Agreement may be terminated by the Company for “Cause” if at any time upon written notice to the Executive without further liability on the part of the following have occurredCompany. For purposes of this Agreement, a termination shall be for “Cause” if: (ai) the Executive’s conviction for (Executive shall commit an act of fraud, embezzlement, misappropriation or pleading breach of fiduciary duty against the Company or any of its subsidiaries or affiliates or shall be convicted by a court of competent jurisdiction or shall plead guilty or nolo contendere to) to any felony, felony or a misdemeanor any crime involving moral turpitude; (bii) the Executive’s indictment for Executive shall commit a material breach of any felony of the covenants, terms or misdemeanor involving moral turpitude, if such indictment is provisions of Section 7 or 8 hereof which breach has not discharged or otherwise resolved been cured within eighteen fifteen (1815) monthsdays after delivery to the Executive by the Company of written notice thereof; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or Executive shall commit a material breach of fiduciary duty related any of the covenants, terms or provisions hereof (other than pursuant to Section 7 or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Company, its Business (as defined in Section 6.1) or Executive by the performance Company of the Executive’s duties hereunder;written notice thereof; or (div) the continuing failure Executive shall have disobeyed reasonable written instructions from the Chairman, President and Chief Executive Officer, or habitual neglect by other appropriate governing committee which are consistent with the Executive terms and conditions of this Agreement or shall have deliberately, willfully, substantially and continuously failed to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt after written notice and under circumstances effectively constituting a voluntary resignation of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of position with the Company. Upon termination for Cause as provided in this AgreementSection 6(b), except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction all obligations of the BoardCompany under this Agreement shall thereupon immediately terminate other than any obligations with respect to (A) earned but unpaid Base Salary and (B) the continued rights of the executive to receive payments due under the Technology Development Incentive Plan, such breach shall not constitute Cause hereunder. If and (C) the Company terminates shall have any and all rights and remedies under this Agreement and applicable law. In addition, in the event that Executive’s employment is terminated for Cause, Executive shall, within 30 days of such termination, pay to the Company the Cumulative Temporary Increase paid to the Executive shall have no right to receive any compensation or benefit hereunder during the period beginning with January 1, 2012 and ending on and after the effective date Date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15Termination.

Termination by the Company for Cause. The Employment may be terminated by the Company may terminate for Cause (as defined below) without further liability on the Executive’s employment at any time for part of the Company effective immediately upon written notice to Employee. Only the following shall constitute “Cause” if any of the following have occurredfor such termination: (ai) the Executive’s conviction for commission of any act by Employee constituting financial dishonesty against the Company or its subsidiaries (or pleading guilty or nolo contendere to) any felony, or which act would be chargeable as a misdemeanor involving moral turpitudecrime under applicable law); (bii) Employee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, material misconduct, moral turpitude (not involving a traffic offense), illegality or harassment which would, in the ExecutiveCompany’s indictment for reasonable judgment; (A) materially adversely affect the business or the reputation of the Company or any felony of its subsidiaries with their respective current or misdemeanor involving moral turpitudeprospective customers, if suppliers, lenders and/or other third parties with whom such indictment is not discharged entity does or otherwise resolved within eighteen might do business, (18B) monthsexpose the Company or any of its subsidiaries to material damages, liabilities or penalties or (C) expose the Company or any of its subsidiaries to criminal liabilities or penalties; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related willful and repeated failure by Employee to follow the Company, its Business (as defined in Section 6.1) or the performance lawful directives of the Executive’s duties hereunderBoard of Directors of Parent; (div) any material violation of the continuing failure or habitual neglect Company’s written policies which would customarily be punishable by termination of employment (as determined by the Executive to perform Board of Directors of Parent in good faith), or willful and deliberate non-performance of duty by Employee in connection with the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction business affairs of the Board (such cure opportunity being available only once), then such failure Company or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderits subsidiaries; or (fv) the ExecutiveEmployee’s material breach of this Agreement. Notwithstanding the foregoing, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive there shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment no termination for Cause specifically pursuant to Section 4.2(aSections 6(a)(ii), (biii), (iv) or (cv) abovewithout Employee first being given, then no Earned not less ten (10) days written notice by the Board of Directors of Parent, a reasonable opportunity to be heard before the Board of Directors of Parent and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon a reasonable opportunity to cure the actions or omissions giving rise to “Cause” (to the extent such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15cure is reasonably possible) within a reasonable time period.

Termination by the Company for Cause. The Employment may be terminated by the Company may terminate for Cause (as defined below) without further liability on the Executive’s employment at any time for part of the Company effective immediately upon written notice to the Chairman. Only the following shall constitute “Cause” if any of the following have occurredfor such termination: (ai) the Executive’s conviction for commission of any act by the Chairman constituting financial dishonesty against the Company or its subsidiaries (or pleading guilty or nolo contendere to) any felony, or which act would be chargeable as a misdemeanor involving moral turpitudecrime under applicable law); (bii) the ExecutiveChairman’s indictment for engaging in any felony other act of dishonesty, fraud, intentional misrepresentation, material misconduct, moral turpitude (not involving a traffic offense), illegality or misdemeanor involving moral turpitudeharassment which would, if in the Company’s reasonable judgment; (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 indictment is not discharged entity does or otherwise resolved within eighteen might do business, (18B) monthsexpose the Company or any of its subsidiaries to material damages, liabilities or penalties or (C) expose the Company or any of its subsidiaries to criminal liabilities or penalties; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related willful and repeated failure by the Chairman to follow the Company, its Business (as defined in Section 6.1) or the performance lawful directives of the Executive’s duties hereunderBoard; (div) any material violation of the continuing failure or habitual neglect Company’s written policies which would customarily be punishable by termination of employment (as determined by the Executive to perform Board of Directors of Parent in good faith), or willful and deliberate non-performance of duty by the Executive’s duties hereunder, except that, if such failure or neglect is curable, Chairman in connection with the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction business affairs of the Board (such cure opportunity being available only once), then such failure Company or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunderits subsidiaries; or (fv) the ExecutiveChairman’s material breach of this Agreement. Notwithstanding the foregoing, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive there shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment no termination for Cause specifically pursuant to Section 4.2(aSections 6(a)(ii), (biii), (iv) or (cv) abovewithout the Chairman first being given, then no Earned not less ten (10) days written notice by the Board of Directors of Parent, a reasonable opportunity to be heard before the Board of Directors of Parent and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon a reasonable opportunity to cure the actions or omissions giving rise to “Cause” (to the extent such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15cure is reasonably possible) within a reasonable time period.

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 at any time under this Agreement and discharge the Executive for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business 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 rights or obligations under Article 1, Article 2, Article 3, Article 4 or Article 5; provided, however, that the Company shall pay the Executive (i) or any Base Salary earned through the performance Termination Date but not yet paid, (ii) any Bonus earned but not yet paid with respect to any year prior to the year in which the Termination Date occurs, (iii) if applicable, payout of any accrued but unpaid vacation in accordance with Company policy, and (iv) reimbursement for any business expenses properly incurred before the Termination Date in accordance with Section 4.2 (such amounts, the “Accrued Amounts”). Any equity awards held by the Executive shall be governed by the terms and conditions of the relevant plan and grant documents. (b) As used herein, the term “Cause” shall refer to the termination of the Executive’s duties hereunder; employment as a result of any one or more of the following: (di) the continuing failure any conviction of, or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curablepleading of nolo contendre by, the Executive shall have thirty for any felony; (30ii) days from his receipt any willful misconduct of the Executive which has a notice materially injurious effect on the business or reputation of the Company; (iii) the dishonesty of the Executive which has a materially injurious effect on the business or reputation of the Company; (iv) a material failure to consistently discharge her duties under this Agreement other than such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board resulting from her Disability (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth as defined in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty 6.3(b)); or (30v) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this AgreementAgreement or any written policy of the Company. For purposes of this Section 6.1, except thatno act or failure to act, on the part of the Executive, shall be considered “willful” if such breach it is curabledone, or omitted to be done, by the Executive in good faith or with reasonable belief that her action or omission was in the best interest of the Company. The Executive shall first have the opportunity to cure any such acts or omissions under clause (iv) above within thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15notice.

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 's employment at any time for “Cause” if hereunder in the event of any of the following have occurred:(any of which shall constitute “Cause” for purposes of this Agreement): (ai) the Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state law equivalent); (ii) the Executive having committed in the performance of his duties under this Agreement one or more acts or omissions constituting fraud, dishonesty, or willful injury to the Company which results in a material adverse effect on the business, financial condition or results of operations of the Company; (iii) the Executive having committed one or more acts constituting gross neglect or willful misconduct which results in a material adverse effect on the business, financial condition or results of operations of the Company; (iv) the Executive having willfully or knowingly exposed the Company to criminal liability substantially caused by the Executive which results in a material adverse effect on the business, financial condition or results of operations of the Company; (v) the Executive having failed, after written warning from the Board specifying in reasonable detail the breach(es) complained of, to substantially perform his duties under this Agreement (excluding, however, any failure to meet any performance targets or to raise capital or any failure as a result of an approved absence or any mental or physical impairment that could reasonably be expected to result in a Disability); or (vi) the Executive’s conviction for (willful unauthorized disclosure of Confidential Information. For purposes of the foregoing, no act or pleading guilty failure to act on the part of the Executive shall be considered “willful” or nolo contendere to) any felony“knowingly” unless it is done, or omitted to be done, by the Executive with the reasonable belief that 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 Chief Executive Officer of the Company or by the Board pursuant to a misdemeanor involving moral turpitude; 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 independent 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 30 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’s indictment for any felony Executive shall not have cured the acts or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved circumstances complained of within eighteen (18) months; the Cure Period; (c) the Executive’s commission of Board shall have called an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance person meeting of the Executive’s duties hereunder; Board, at which termination of the Executive is an agenda item, and shall have provided the Executive with not less than 20 days notice thereof (which meeting shall be held after the end of the Cure Period); (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt been afforded the opportunity, accompanied by counsel, to provide written materials to the members of a notice the Board in advance of such failure or neglect to cure such condition meeting and, if he so desires, to personally address the Executive does so to the reasonable satisfaction members of the Board (at such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; meeting; and (e) any violation 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 independent 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 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 Restrictive Covenants set forth in Section 6 except that, if such violation is not willful Company for compensation and is curable, other benefits which otherwise would have accrued to the Executive shall first have thirty (30) days from his receipt hereunder after the date of notice termination, but any unpaid compensation, benefits and reimbursements accrued through the date of such violation termination, including Base Salary and Annual Incentive Bonuses, shall be paid to cure such condition and, if the Executive does so to at the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If times normally paid by the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salaryany other rights, and other benefits that are earned and accrued under or entitlements in accordance with this Agreement prior to the date of terminationor any applicable plan, any Earned and Accrued Bonuspolicy, and reimbursement under this Agreement for expenses incurred prior to the date of terminationprogram, providedarrangement of, howeveror other agreement with, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination any of employment and the Executive shall have no further rights its subsidiaries or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15affiliates.

Termination by the Company for Cause. The Company may terminate ------------------------------------ the Executive’s employment at any time for “Cause” if Employment Period effective immediately upon written notice to Executive in the event of any of the following have occurredfollowing: (ai) Executive's material breach of any material term or condition of this Agreement, such breach continuing unremedied for 30 days after written notice thereof from the Company specifying the acts constituting the breach and requesting that they be remedied, it being understood that issues with respect to the quality of Executive’s conviction 's performance or results thereof shall not be grounds for termination under this Section 8.4; (ii) Executive's (A) personal dishonesty, fraud, misappropriation, willful misconduct or breach of fiduciary duty, in each such case materially harmful to the Company's property, personnel or business operations, or materially damaging to the Company's relationships with its customers, clients or employees or materially detrimental to the goodwill of the Company; or (B) intentional failure to perform the duties of his employment or his other obligations hereunder, or any continuing action by Executive materially detrimental to the goodwill of the Company or materially damaging to the Company's relationships with its customers, clients or employees, which non- performance or actions remain unremedied for 30 days after written notice thereof from the Company specifying in detail the non-performance or actions and requesting that they be remedied, it being understood that issues with respect to the quality of Executive's performance or results thereof shall not be grounds for termination under this Section 8.4; (iii) Executive's pleading guilty or nolo contendere no-contest to) any felony, or conviction of, a misdemeanor felony or a crime involving moral turpitudeturpitude or fraud; (biv) misappropriation (or attempted misappropriation) of any of the Executive’s indictment for Company's funds or property or of a business opportunity of the Company, including attempting to secure or securing any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) monthspersonal profit in connection with any transaction entered into on behalf of the Company; (cv) the Executive’s commission 's conviction of an act of fraud, theft, any criminal offense involving dishonesty or breach of fiduciary duty related trust or money laundering, or Executive's agreement to the Company, its Business (as defined enter into a pretrial diversion or similar program in Section 6.1) or the performance of the Executive’s duties hereunderconnection with a prosecution for such offense; (dvi) the continuing failure Executive's excessive drunkenness, use of illegal drugs or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt abuse of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereundercontrolled substance; or (fvii) Executive's excessive absenteeism not related to Executive's illness, which absenteeism remains unremedied for 30 days after written notice thereof requesting that it be remedied. Upon termination of the Executive’s material breach Employment Period pursuant to this Section 8.4, the Executive will be bound by the provisions of Section 7 and the Company will not have any liability to Executive in respect of this Agreement, except thatincluding, if such breach is curablewithout limitation, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so claims for damages or liability to the reasonable satisfaction of the BoardCompany by Executive for compensation, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, severance payments and other benefits that are earned and which would have accrued under this Agreement prior to the date of Executive hereunder after termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, ; provided, however, that if -------- ------- all compensation, benefits and reimbursements accrued through the date of termination shall be paid to Executive at the times normally paid by the Company. Upon termination of the Employment Period pursuant to this Section 8.4, all of Executive's unvested options to acquire shares of common stock of the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15cancelled.

Termination by the Company for Cause. (a) The Company may shall have the right to terminate the Executive’s employment with the Company at any time for “Cause” if any Cause by giving notice as described in Section 8.1 of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude;this Agreement. (b) Cause” for purposes of this Agreement shall mean that the Executive’s indictment for Company has determined in its sole discretion that Executive has engaged in any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen of the following: (18i) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or a material breach of fiduciary duty related to any covenant or condition under this Agreement or any other agreement between the Company, its Business (as defined in Section 6.1) or the performance of the Company and Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder; provided that, except thatfor a breach, if such failure or neglect is curablewhich by its nature cannot reasonably be expected to be cured, the Executive shall have thirty a period to cure such breach of 30 days after receipt of written notice from the Company setting forth in reasonable detail the nature of such breach ; (30ii) any act constituting dishonesty, fraud, immoral or disreputable conduct; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy or any act of misconduct; (v) refusal to follow or implement a clear, reasonable and lawful directive of Company; or (vi) Executive’s willful failure to perform Executive’s duties in a manner satisfactory to the Company after the expiration of ten (10) days from his receipt of a without cure after written notice of such failure; (vii) failure or neglect to cure such condition and, if the Executive does so pass to the reasonable satisfaction of the Board Company, a preliminary background check or failure to submit proof of legal eligibility to work in the United States; or (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder;viii) breach of fiduciary duty. (ec) any violation by In the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the event Executive’s material breach of this Agreementemployment is terminated at any time for Cause, Executive will not receive Severance Benefits, CIC Severance Benefits or any other compensation or benefits, except that, if such breach is curablepursuant to the Company’s standard payroll policies, the Company shall provide to Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15Obligations.

Termination by the Company for Cause. The Company may terminate the this Agreement and Executive’s employment hereunder immediately without notice at any time for the following reasons which shall constitute “Cause” if any for purposes of the following have occurredthis Agreement: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitudedeath; (b) the Executive’s indictment physical or mental disability that prevents Executive from performing the essential functions of Executive’s duties satisfactorily for a period of one hundred eighty (180) consecutive days or one hundred eighty (180) days in total within any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months365 consecutive-day period as determined by the Company in its reasonable discretion and in accordance with applicable law; (c) the Executiveany act or omission of Executive constituting knowing and willful misconduct (including knowing and willful violation of material Company’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunderpolicies); (d) the continuing failure gross negligence or habitual neglect other conduct by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect in the judgment of the Company, is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so contrary to the reasonable satisfaction interests of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunderCompany; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except thatfraud, if such violation is not willful and is curablemisappropriation, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; orembezzlement; (f) conviction of a non-traffic related felony; (g) violation of the Company’s conflict of interest policy or engaging in competitive business activities in violation of this Agreement; (h) Executive’s material breach of this Agreement or breach of the Non-Competition Agreement; or, (i) credit checks, except thatreference checks or drug testing of Executive reveal information that is not satisfactory to the Company. Provided however, if such breach is curableprior to a termination for Cause based on Sections 3.2(c), (d), (g), or (h), the Company shall provide Executive shall first have with written notice of the alleged basis for termination and a thirty (30) days from his receipt day opportunity to cure. For the avoidance of such notice of such breach to cure such breach anddoubt, if the Executive does so to the reasonable satisfaction of the Board, such breach “Cause” shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued exist under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(aSections 3.2(c), (bd), (g), or (ch) aboveif Executive cures the alleged basis for termination within the thirty (30) day cure period. However, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights only be entitled to one such notice and cure period during Executive’s employment; if Executive cures the alleged basis for Cause, Executive shall not be entitled to notice and an opportunity to cure if Executive subsequently engages in any conduct described in Sections 3.2(c), (d), (g), or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15(h).

Termination by the Company for Cause. i. The Company may may, at any time, at its election, terminate the Executive’s employment at any time Term for “Cause” if cause prior to the Term's expiration as a result of any of the following have occurred: events: (a1) Employee acting fraudulently in his relations with the Executive’s conviction for (Company or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission on behalf of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined 2) Employee misappropriating or doing material, intentional damage to the property of the Company, (3) Employee being convicted of a felony, (4) Employee's acts or omissions amounting to willful misconduct or recklessness by the Employee in Section 6.1) or the performance of his duties under this Agreement or the Executive’s duties hereunder; (d) the continuing failure or habitual neglect of such duties, (5) failure of the Employee to obtain or retain for any reason, any permit, license or approval which shall be required by any regulatory agency or entity with jurisdiction over any portion of the Company's business or any business of a subsidiary of the Company, or (6) any other material breach by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt Employee of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction any of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach terms of this Agreement, except that, if . ii. Any such breach is curable, termination shall be effective upon the Executive shall first have thirty (30) days from his receipt Company's giving of such written notice of such breach to cure such breach and, if the Executive does so to the Employee setting forth in reasonable satisfaction of detail the Board, such breach shall not constitute Cause hereunder. If grounds for the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that in the event of a notice of termination under Paragraph 9(a)(i)(5) hereof, if Employee first failed to cure such condition within thirty (30) days after notice hereof or, if a cure was not possible within thirty (30) days, failed to take all diligent action within such period leading to a cure within 120 days after such notice, the Company terminates may elect to terminate the Executive’s employment for Cause specifically pursuant Term notwithstanding the Employee's diligent action to Section 4.2(acure. iii. In the event that there is a termination of the Term by the Company under this Paragraph 9(a), (b), or (cand the cause is solely the cause described under Paragraph 9(a)(i)(5) above, then no Earned and Accrued Bonus not within any other subparagraph of Paragraph 9 (a) (i), Employee shall be entitled to severance pay equivalent t one (1) year's Salary payable hereunder. This Agreement shall otherwise terminate upon on the same basis as his Salary had been paid at the date of termination, and to the continuation of all fringe benefits and insurance described in Paragraph 6(d) for a one (1) year period following such termination (which continuation shall not, however, duplicate insurance already provided by Paragraph 6(d) for such period), provided that the actions or inactions of employment and Employee leading to the Executive shall have no further rights loss of or obligations hereunder except failure to obtain or retain the applicable permit, license or approval were made in the good faith belief that his actions or inactions were for the surviving provisions benefit of, and in the best interests of, the Company, and not in violation of any law, and provided further that Employee used his best efforts to obtain or retain (as the case may be) such license, permit or approval. iv. In the event of a termination for cause under this Agreement as described at Section 7.15Paragraph 9(a), the Company's obligations to pay Salary and other compensation and benefits to the Employee shall terminate simultaneously with the effectiveness of the termination of the Term.

Termination by the Company for Cause. The Company may terminate In the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If event that the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date all of the termination of employment, except that the Executive shall be entitled to receive the ExecutiveCompany’s Annual Salary, duties and other benefits that are earned and accrued obligations under this Agreement prior to shall cease as of the date of termination, any Earned Termination Date and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates shall pay Executive only the Executive’s employment for Cause specifically following: all base salary earned through the Termination Date and all amounts and benefits earned or incurred pursuant to Section 4.2(a2.3 through the Termination Date. 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 Board, and such refusal or failure to act has not been cured within five (5) days following Executive’s receipt of written notice from the Board of such failure, (ii) Executive fails to devote reasonable attention and time to the business affairs of the Company, (iii) Executive is determined by the Board to have been (A) unfit for service (e.g., denied any license, permit or qualification required by, or found unsuitable by, any gaming regulator or other governmental authority), (bB) unavailable for service (other than as a result of an Incapacity (as defined below), or (cC) abovegrossly negligent in connection with the performance of Executive’s duties on behalf of the Company, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination which unfitness, unavailability or gross negligence has not been cured within five (5) days following Executive’s receipt of employment and written notice from the Board of the same; (iv) Executive shall is determined by the Board to have no further rights committed a material act of dishonesty or obligations hereunder except for willful misconduct or to have acted in bad faith to the surviving provisions material detriment of this Agreement as described at Section 7.15the Company in connection with the performance of Executive’s duties on behalf of the Company; (v) Executive is convicted of a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to any person, or (vi) Executive materially breaches any agreement with the Company which material breach has not been cured within five (5) days following Executive’s receipt of written notice from the Board of the same.

Termination by the Company for Cause. (a) The Company Company, by action of the Board, may at any time during the Transition Period terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” if any means (i) acts or omissions constituting gross or willful misconduct on the part of the following have occurred: Executive in connection with the performance of her duties to the Company, (aii) a material breach by the Executive of the terms of this Agreement, (iii) the failure of the Executive to adhere to the lawful directions of the Chief Executive Officer or the Board that are reasonably consistent with the Executive’s duties, or (iv) the Executive’s conviction for (or pleading plea of guilty or nolo contendere to) any felonycontendre for fraud, misappropriation or embezzlement in connection with the assets of the Company, or to a misdemeanor involving moral turpitude; felony. In the event that the Company believes that the Executive has taken such an action, or omitted to take such an action that constitutes Cause as defined by clause (bi), (ii), or (iii) above, it shall be a condition precedent to the Company’s right to terminate the Executive’s indictment employment for Cause that (1) the Company shall first have given the Executive written notice (the “Cause Notice”) stating with specificity the Company’s belief that the Agreement can be terminated for Cause (the “asserted breach”) at least 30 days before a meeting (the “Determination Meeting”) of the Board called to make such determination (the “Cause Determination”), (2) at or prior to the Determination Meeting, the Executive and her counsel shall be given the opportunity to answer the Company’s reasons for termination for Cause and the existence of the asserted breach, at a hearing and/or in writing (the “Opportunity to be Heard”); provided, any felony or misdemeanor involving moral turpitudesuch written response shall be delivered to the Chairman and the Lead Independent Director of the Board, at least five (5) business days prior to the Determination Meeting, and (3) before the Determination Meeting, if such indictment asserted breach is not discharged capable of cure or otherwise resolved within eighteen (18) months; (c) remedy, a period of 30 days from and after the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance giving of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by Cause Notice shall have elapsed without the Executive to perform the Executive’s duties hereunder, except that, if having effectively cured or remedied such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so asserted breach to the reasonable satisfaction of the Board during such 30-day period (unless such asserted breach is of the type that cannot be cured or remedied within 30-days, in which case the period for remedy or cure opportunity being available only onceshall be extended for a reasonable time (not to exceed an additional 15 days), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by provided the Executive of the Restrictive Covenants set forth in Section 6 except that, if has made and continues to make a diligent effort to effect such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation remedy or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(acure), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15.

Termination by the Company for Cause. The Company may terminate Kennedy's employment hereunder for "Cause", which for the Executive’s employment at any time for “Cause” if purposes xx xxxx Xgreement shall mean: (i) the willful or material breach by Kennedy of any of the following have occurred: terms of this Agreement; (aii) the Executive’s conviction for Kennedy's convixxxxx xf (or pleading plea of guilty or nolo contendere with respect to) any felonythexx, xxxxx or a misdemeanor crime involving moral turpitude; turpitude or crime or offense involving money or other property of the Company or any affiliate of the Company or which constitutes a felony in the jurisdiction involved; (biii) the Executive’s indictment engaging by Kennedy in willful misconduct which is injurious to the Company or xxx xxxiliates, monetarily or otherwise, including without limitation any act or acts that in the reasonable opinion of the Company's Board of Directors, give rise to a material risk of liability for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (iv) gross negligence by Kennedy with respect to his services to the Company which has contixxxx xxr fifteen (15) days after written notice to Kennedy; (v) continued and repeated substantive violations of reasoxxxxx, specific written directions of the Company's Board of Directors, which directions are consistent with this Agreement and Kennedy's position as an officer or continued and repeated failure to perform duties assigned by or pursuant to this Agreement or in accordance with the policies of the Company and which have continued for fifteen (15) days after written notice to Kennedy; (vi) any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen material breach by Kennedy of any other agreement xxxxxxn the Company and Kennedy whicx xxx xontinued for fifteen (1815) months; days after written notxxx xx Kennedy; and (cvii) the Executive’s commission any material breach by Kennedy of an act of fraud, theft, dishonesty or breach of his fiduciary duty related to xxxx xx the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt including any misapprxxxxxxxon of a notice corporate opportunity. In the event of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates the Executive’s employment termination for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive Kennedy shall be entitled to receive the Executive’s Annual any Salary, Bonus and other benefits that are earned bexxxxxx accrued, vested and accrued under this Agreement prior to unpaid as of the date of any such termination, any Earned and Accrued Bonusthe Company shall be under no further obligation hereunder to Kennedy, and reimbursement Kennedy no longer shall be entitled to receive any othxx xxxxents, xxxxxx or benefits under this Agreement Agreement. Following any termination for expenses incurred prior to the date of terminationCause, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further such rights or obligations hereunder except and remedies as may be available to it for the surviving provisions any breach of this Agreement as described at Section 7.15or otherwise.

Termination by the Company for Cause. The (i) A termination by the Company may terminate for Cause shall not take effect unless the Executive’s employment at any time for “Cause” if any provisions of this subsection (i) are complied with. Employee shall be given not less than fifteen (15) days prior written notice by the Board of the following have occurred: (a) intention to terminate his employment for Cause, such notice to state in detail the Executive’s conviction for (particular act or pleading guilty acts or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by failures to act that constitute the Executive to perform grounds on which the Executive’s duties hereunder, except that, if such failure or neglect proposed termination for Cause is curable, the Executive based. Employee shall have thirty fifteen (3015) days from his receipt of a after the date that such written notice of such failure or neglect has been given to Employee in which to cure such condition andact or acts or failure or failures to act, if the Executive does so to the reasonable satisfaction of the Board (extent such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation possible. If he fails to cure such condition andact or acts or failure or failures to act, if the Executive does so to termination shall be effective on the reasonable satisfaction date immediately following the expiration of the Board, such violation shall fifteen (15) day notice period. If cure is not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curablepossible, the Executive termination shall first have thirty (30) days from his be effective on the date of receipt of such notice of such breach to by Employee. During any cure such breach andperiod provided hereunder, if the Executive does so to Board may, in its sole and absolute discretion, prohibit Employee from entering the reasonable satisfaction premises of the Board, such breach shall not constitute Cause Company (or any subsidiary thereof) or otherwise performing his duties hereunder. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, ; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. For the avoidance of doubt, (A) if Employee terminates his employment after receiving notice from the Board pursuant to this Section 8(c)(i) of its intention to terminate his employment for Cause and prior to Employee curing any act or failure to act in accordance with this Section 8(c)(i) or (B) if Employee fails to comply with the terms and conditions applicable during any Notice Period or Garden Leave, in either case, Employee’s employment will be deemed terminated by the Company for Cause and Employee shall not be entitled to the payments and benefits set forth in Section 8(d) or (e) below. (ii) In the event the Company terminates the ExecutiveEmployee’s employment for Cause specifically pursuant to Section 4.2(a)Cause, (b), or (c) above, then no Earned and Accrued Bonus he shall be payable hereunderentitled only to the Accrued Obligations. This Agreement shall otherwise terminate upon Following such termination of Employee’s employment and the Executive for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for For purposes of this Agreement, “Cause” if any of the following have occurred: shall mean (ai) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive refusal to perform the Executive’s duties hereunderas President of Chase Brass after written notice from the CEO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to Company that has an adverse effect on the Company after receipt of at least one warning from the Company or Chase Brass; (iii) intentional breach of a written covenant with or written policy of the Company or Chase Brass relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, except thatillegal drugs or controlled substances while working or while on the property of the Company or Chase Brass or any of their affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, if such failure disloyal or neglect is curableillegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company or Chase Brass (it being agreed that a xxxxx offense or a violation of the motor vehicle code shall not constitute Cause) provided, however, that prior to the determination that “Cause” under clause (i), (ii), (iii), (iv) or (vi) of this Section 1.05 has occurred, the Board shall (x) provide to the Executive shall have in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (y) afford the Executive a thirty (30) days from his receipt of a notice of day opportunity to remedy any such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except thatbreach, if such breach is curablecapable of being remedied during such 30 day period, the and (z) provide Executive shall first have thirty (30) days from his receipt of such notice of such breach an opportunity to cure such breach and, if the Executive does so be heard prior to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates final decision to terminate the Executive’s employment hereunder for such “Cause”. Notwithstanding the preceding sentence, the Board may terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall have make any decision that “Cause” exists in good faith. For purposes of this Agreement, no right act or failure to receive any compensation or benefit hereunder act on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salarypart shall be considered “willful” unless it is done, and other benefits or omitted to be done, by the Executive in bad faith or without reasonable belief that are earned and accrued under this Agreement prior to her/his action or omission was in the date best interests of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically or any successor or affiliate. Any act, or failure to act, based upon authority given pursuant to Section 4.2(a), (b)a resolution duly adopted by the Board or based upon the advice of counsel for the Company, or (c) aboveany successor or affiliate, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of employment and the Executive shall have no further rights Company, or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15any successor or affiliate thereof.

Termination by the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment at any time under this Agreement for “Cause” if (as defined herein) at any time prior to expiration of the Term, only upon the occurrence of any one or more of the following have occurredevents: (ai) The material breach by Employee of his obligations hereunder, after Employee has been given written notice specifying the Executivebreach and has been provided a thirty day opportunity to cure. This includes, without limitation, willful neglect of Employee’s conviction for duties or Employee’s willful failure (other than any such failure resulting from the termination of Employee’s employment pursuant to his death, Disability, retirement or pleading Good Reason, as provided elsewhere in this Agreement) to implement or adhere to policies established by, or directives of, the Company’s Board of Directors. (ii) Employee is convicted of, or pleads guilty or nolo contendere to) any no contest to a felony, or written evidence is presented to the Board that Employee engaged in a misdemeanor involving moral turpitude;crime that may have an adverse impact on the Company’s reputation and standing in the community. (biii) Employee commits fraud in connection with the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission business affairs of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (regardless of whether said conduct is designed to defraud the Company or others. In the event of termination for Cause, the Company shall pay Employee any portion of Employee’s Base Salary accrued, but not paid, prior to the Termination Date. In the event of termination for Cause, the Company’s obligation to pay Employee’s Base Salary for any periods after the Termination Date shall cease as defined in Section 6.1) or the performance of the ExecutiveTermination Date, all of Employee’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executiveequity compensation awards shall immediately cease vesting, and all of Employee’s duties hereunderbenefits shall cease, except that, if such failure or neglect is curable, as otherwise required by law; provided that Employee shall retain his vested equity compensation awards and other vested benefits and rights under the Executive shall have thirty (30) days from his receipt of a notice Company’s benefit plans in accordance with the terms of such failure or neglect to cure such condition andplans and this Agreement. For the avoidance of doubt, if the Executive does so Employee shall be entitled to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants benefits set forth in Section 6 except that, if such violation is not willful 7(a)(i) and is curable, the Executive shall first have thirty (30ii) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunderabove. If the Company terminates the ExecutiveEmployee’s employment is terminated for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the ExecutiveEmployee’s employment may be terminated on written notice, effective immediately, unless otherwise expressly provided for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of in this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. Such written notice shall specify in reasonable detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. For purposes of this Agreement, “Cause” if any of the following have occurred: shall mean: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (cA) the Executive’s commission of an act acts constituting, conviction of, or a plea of fraudguilty or nolo contendere to, thefta (i) felony or (ii) any crime of moral turpitude likely to result in material harm to the Company; (B) the Executive’s embezzlement, dishonesty or breach of fiduciary duty related or fraud with regard to the Company or any of its assets or businesses; (C) the Executive’s continued failure to perform the material duties of his position (other than as a result of a Disability) (provided that, for avoidance of doubt, underperformance by the Executive or failure to satisfy financial performance or company-wide targets established by the Board shall not constitute Cause); (D) the Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of the Company or any of its affiliates or customers; or (E) the Executive’s breach of a material provision of this Agreement or other agreement entered into with the Company or a Subsidiary following the date hereof or any other material violation of Company policy if such breach or violation is likely to result in material harm to the Company. With respect to clauses (B), its Business (as defined in Section 6.1C), (D), and (E) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curableabove, the Executive Company shall have provide thirty (30) days from his receipt of a written notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except thatits intent to terminate for Cause, if and during such violation is not willful and is curable, the Executive shall first have thirty (30) days from his receipt day period the Executive shall have a right to cure (if curable). If not cured within such period (as determined in the Board’s reasonable judgment), the termination of notice Executive’s employment will be effective upon the date immediately following the expiration of such violation to cure such condition and, if the Executive does so notice period. Notwithstanding anything to the reasonable satisfaction of the Boardcontrary contained herein, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach right to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach as set forth in this Section 3(c) shall not constitute Cause hereunderapply if there are habitual or repeated breaches by the Executive. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive he shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior only to the date Accrued Obligations other than the Prior Year’s Bonus. Following such termination of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Cause, except as set forth in this Section 4.2(a3(c), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights to any compensation or obligations hereunder except for the surviving provisions of any other benefits under this Agreement as described at Section 7.15Agreement.

Termination by the Company for Cause. The employment of the CEO under this Agreement may be terminated by the Company may terminate on the Executivebasis of Cause, as hereinafter defined. If the CEO’s employment at is terminated for Cause under this Section 4.8, then the Company shall only be obligated to pay to the CEO such Base Salary and vacation pay for unused vacation days as shall have accrued (with respect to and during the year in which the termination occurs) and remain unpaid through the effective date of termination, but the Company shall not be required to pay to the CEO any time Performance Bonus for the then current fiscal year, or have any further obligations whatsoever to the CEO, other than payment, grant or transfer of any Vested Entitlements, inclusive only of such Scheduled Benefits to which the CEO remains entitled (notwithstanding the termination for cause) under the terms of any Company plans or programs, in which event such rights to payment or continuation shall be determined pursuant to the terms of the plans under which such Scheduled Benefits are provided, and not the terms of this Section 4.8. Termination for “Cause” if any shall mean the termination of the following have occurred: CEO’s employment by the Company on the basis or as a result of: (a) the Executive’s conviction for (CEO being found guilty of, or pleading having pleaded guilty or nolo contendere to) any felony, or having subjected the Company to a misdemeanor involving moral turpitude; conviction for (or a plea of guilty or nolo contendere to), a state or federal felony; (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the ExecutiveCEO’s commission of an act that disqualifies the CEO (whether under the Company’s Bylaws, Charter, or under any statute, regulation, law or rule applicable to the Company) from serving as an officer or director of the Company; (c) the CEO’s material breach of his obligations under this Agreement; (d), the CEO habitually abuses any substance (such as narcotics or alcohol); (e) the CEO engaging in acts of fraud, theft, dishonesty or breach other acts of fiduciary duty related willful misconduct that have had, or is likely to have, an adverse effect upon the business or value of the Company, its Business as reasonably and in good faith determined by the full Board; or (f) a recurring pattern of willful dereliction of duty as defined to the CEO’s responsibilities, or recurring negligence or recurring incompetence in Section 6.1) managing the Company’s affairs, where such recurring failure, dereliction, negligence or incompetence has had, or is likely to have, an adverse impact upon the performance business or value of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect Company, as reasonably and in good faith determined by the Executive full Board. In making such determination, it is understood that the Board shall interpret and apply the above-described standards in a manner that is normal, customary and reasonable within the REIT industry. Subject to perform the Executive’s duties hereunder, except that, if such failure or neglect is curableprovisions of Section 4.1, the Executive CEO shall be entitled to thirty (30) days’ prior written notice (the “Termination Notice”) of the Company’s intention to terminate his employment for Cause, and such Termination Notice shall specify the grounds for such termination. Upon the CEO’s receipt of a Termination Notice, the CEO shall have fifteen (15) days to either or both (i) commence curing any conduct or act (if curable) alleged as grounds for such termination; and (ii) present to the Compensation Committee (or Board) his position regarding any dispute relating to the existence of such Cause. If the CEO elects option (i) above, the CEO shall be entitled, until the date that is thirty (30) days from his after the CEO’s receipt of a the Termination Notice (the “CEO Cure Period”), to cure the alleged conduct or act, subject in all events, however, to the Company’s rights under Section 4.1. Notwithstanding the foregoing procedure, the Company (through the full Board) shall have the unilateral right to make the final substantive determination as to whether the CEO has properly remedied or otherwise addressed those matters described in the Termination Notice as grounds for termination of the employment. In the event that the Company determines (as of the expiration of the CEO Cure Period), that the CEO has not appropriately remedied or otherwise addressed those matters, then, subject to Section 4.1, the CEO’s term of employment shall, in all events, automatically terminate (except for an Immediate Termination) as of the thirty-first (31st) day after the Company delivered the Termination Notice, without any responsibility or obligation of the Company to provide the CEO with any further notice of such failure or neglect explanation for the grounds for his termination. If the CEO challenges and initiates arbitration of the merits of his termination for Cause under the provisions of Section 10.4 hereof, and the arbitrator finds that the CEO did not in fact engage in conduct that properly entitled the Company to cure such condition andterminate the CEO’s employment for Cause under the criteria set forth above, if then the Executive does so Company shall pay to the reasonable satisfaction of the Board (such cure opportunity being available only once)CEO, then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, the Executive shall first have within thirty (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable satisfaction of the Boardarbitrator’s decision: The Severance Amount, such violation shall not constitute Cause as if his termination of employment had been effectuated pursuant to Section 4.7 hereunder; or , with interest on the Severance Amount at the per annum rate of five percent (f5%) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction in excess of the Boardper annum rate publicly announced, such breach shall not constitute Cause hereunder. If from time to time, by Bank One, N.A. (or its successor) as its “prime” or “base” or “reference” rate of interest, from the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior Termination Notice to the date payment is made of terminationsuch Severance Amount, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses plus the amount of the CEO’s reasonable attorneys’ fees incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon in such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15arbitration.

Termination by the Company for Cause. The Company may terminate the Executive’s 's employment at any time with the Company for “Cause” if any . For purposes of the following have occurred: this Agreement, "Cause" shall mean (ai) the Executive’s 's conviction for (or pleading guilty or nolo contendere to) any felony, by a court of competent jurisdiction in the United States of a felony or a misdemeanor crime involving moral turpitude; the Company; (bii) the Executive’s indictment for any 's conviction of a court of competent jurisdiction in the United States of a felony or misdemeanor involving moral turpitudeturpitude or unlawful, if such indictment is not discharged dishonest, or otherwise resolved within eighteen unethical conduct that a reasonable person would consider damaging to the reputation of the Company; (18) months; (ciii) the Executive’s commission of an act of fraud, theft, dishonesty 's willful or breach of fiduciary duty related persistent refusal or failure to the Company, its Business (as defined in Section 6.1) or the performance perform assigned duties consistent with duties of the Executive’s duties hereunder; (d) 's position or to comply with the continuing reasonable directions of Company officer to whom he reports, the Chief Executive Officer or the Company's Board of Directors, provided that Executive has been provided with written notice of such refusal or failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have at least thirty (30) days from his receipt before termination pursuant to this sub-paragraph; (iv) any material breach of a notice any provision of such failure this Agreement, or neglect to cure such condition and, if any other agreements between the Executive does so to the reasonable satisfaction of the Board (such cure opportunity being available only once)and Company, then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive Executive; or (v) the Executive's gross negligence in the performance of his duties; but in the Restrictive Covenants set forth in Section 6 except that, case of paragraph 7(c)(iv) if such violation is not willful and is curable, the Executive shall first have within thirty (30) days from his receipt after the Company first has actual knowledge of notice the occurrence of such violation action or event, the Company gives written notice to cure such condition andthe Executive of its intention to terminate his employment hereunder, if and the Executive does so to the reasonable satisfaction of the Board, not reasonably cure any such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have action within thirty (30) days from his receipt after the date of such notice of notice, where such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunderconduct is curable. If the Executive's employment is terminated by the Company terminates the Executive’s employment for Cause, the Executive Company shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that pay the Executive shall be entitled to receive the Executive’s Annual Salary, his full accrued Base Salary and other benefits that are earned and accrued under this Agreement prior to Car Allowance through the date of termination at the rate in effect at the time of such termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for obligation to the surviving provisions of Executive under this Agreement as described at Section 7.15or under any other agreements or plans. All other compensation including, without limitation, bonuses, severance, incentive compensation and/or stock option grants shall be forfeited if the Executive is terminated for Cause.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause” if any of the following have occurred: (a) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, felony or a misdemeanor involving moral turpitudewhich the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company (not including violations of routine vehicular laws); (b) the Executive’s indictment for any felony or misdemeanor involving moral turpitudeturpitude (which the Board reasonably concludes brings the Executive into disrepute or is likely to cause material harm to the Company), if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission of an act of fraud, theft, dishonesty or breach of fiduciary duty related to the Company, its Business (as defined in Section 6.1) or the performance of the Executive’s duties hereunder; (d) the continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his her receipt of a notice of such failure or neglect to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board (such cure opportunity being available only once), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by the Executive of the Restrictive Covenants set forth in Section 6 except that, if such violation is not willful and is curable, that the Executive shall first have thirty (30) days from his her receipt of notice of such violation to cure such condition and, if the Executive does so to the reasonable reasonable, but sole, satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach of this Agreement, except that, if such breach is curable, the Executive shall first have thirty (30) days from his her receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. Prior to the effectiveness of any termination for Cause, the Executive shall have the right to meet with the Board to discuss the Company’s basis for a termination for Cause and to present evidence to refute such basis, which the Board shall reasonably consider prior to any final decision regarding termination of the Executive for Cause. If the Company terminates the Executive’s employment for Cause, the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to the date of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.157.13.

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” if any shall mean a termination of employment of the following have occurred: Executive by the Company due to (ai) the Executive’s conviction for (or pleading guilty or nolo contendere to) any felony, or a misdemeanor involving moral turpitude; (b) commission by the Executive’s indictment for any felony or misdemeanor involving moral turpitude, if such indictment is not discharged or otherwise resolved within eighteen (18) months; (c) the Executive’s commission Executive of an act of fraudfraud or embezzlement against the Company or any of its subsidiaries or the conviction of the Executive in a court of law, theftor guilty plea or no contest plea, dishonesty of any charge involving an act of fraud or breach embezzlement (including the willful and unauthorized disclosure of fiduciary duty related information of the Company or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge, (iii) the willful misconduct of the Executive as an employee of the Company or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any of its Business (as defined subsidiaries in Section 6.1) or accordance with the performance Executive’s employment, which failure amounts to a material neglect of the Executive’s duties hereunder; (d) to the continuing Company and does not result from physical illness, injury or incapacity, and which failure or habitual neglect by the Executive to perform the Executive’s duties hereunder, except that, if such failure or neglect is curable, the Executive shall have thirty (30) days from his receipt of a not cured promptly after adequate notice of such failure and a reasonably detailed explanation has been presented by the Company to the Executive, or neglect to cure such condition and(v) a material breach of any of the covenants in subsections 3(a), 3(b) or Section 10 hereof by the Executive, which breach is not cured, if curable, within 30 days after a written notice of such breach is delivered to the Executive. The Executive shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive does (1) reasonable notice setting forth the basis for termination for Cause, and (2) a reasonable opportunity for the Executive, together with his counsel, to request reconsideration by and be heard before the Board, provided; however, that such notice and opportunity to be heard shall not be required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to be heard” in connection with any determination by the reasonable satisfaction Board as to whether Cause exists, 10 business days’ notice of the Board meeting shall be deemed to constitute “reasonable notice” (such cure opportunity being available only oncewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), then such failure or neglect shall not constitute Cause hereunder; (e) any violation by and the opportunity for the Executive of and his counsel to present arguments to the Restrictive Covenants set forth in Section 6 except that, if Board at such violation is not willful and is curable, meeting as to why the Executive believes that no Cause exists shall first have thirty constitute “reasonable opportunity to be heard” (30) days from his receipt of notice of such violation to cure such condition and, if the Executive does so without prejudice to the determination of whether some other forum or method would also constitute a “reasonable satisfaction of the Board, such violation shall not constitute Cause hereunder; or (f) the Executive’s material breach opportunity to be heard”). For purposes of this Agreement, except thatno act, if such breach is curableor failure to act, the Executive shall first have thirty (30) days from his receipt of such notice of such breach to cure such breach and, if the Executive does so to the reasonable satisfaction of the Board, such breach shall not constitute Cause hereunder. If the Company terminates on the Executive’s employment for Causepart shall be deemed “willful” unless done, or omitted to be done, by the Executive shall have no right to receive any compensation or benefit hereunder on not in good faith and after the effective date of the termination of employment, except without reasonable belief that the Executive shall be entitled to receive the Executive’s Annual Salary, and other benefits that are earned and accrued under this Agreement prior to action or omission was in the date best interest of termination, any Earned and Accrued Bonus, and reimbursement under this Agreement for expenses incurred prior to the date of termination, provided, however, that if the Company terminates the Executive’s employment for Cause specifically pursuant to Section 4.2(a), (b), or (c) above, then no Earned and Accrued Bonus shall be payable hereunder. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of this Agreement as described at Section 7.15Company.