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

Termination by the Company for Cause. (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 thirty (30) days written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.

Termination by the Company for Cause. (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 thirty fifteen (3015) days prior written notice by the Board Company of the intention to terminate his employment 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. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board Company may, in its sole and absolute discretion, prohibit Employee from entering the premises of any member of the Company (or any subsidiary thereof) Group or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board Company that he desires to enter the premises of any member of the Company (or a subsidiary thereof) 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 (or a subsidiary thereof) Group or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of his fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and his counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the 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 extended for a reasonable time (not to 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 employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist 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 a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actyet been paid.

Termination by the Company for Cause. (i) A termination The Executive's employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed "willful" or engaged in "willfully" if it was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actdetermination.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of her fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and her counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the 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 extended for a reasonable time (not to 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 employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist 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 a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actyet been paid.

Termination by the Company for Cause. (i) A termination The Executive's employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed "willful" or engaged in "willfully" if it (i) was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, (ii) was approved in advance by the Chief Executive Officer or the Board, or (iii) was done or omitted in accordance with the terms of the applicable Company policy then in effect. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actdetermination.

Termination by the Company for Cause. Termination for “Cause” shall mean termination because of (i) A termination 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 Corporation which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties; (ii) the Executive’s conviction of, or 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 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 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 (v) the Executive’s failure to comply with a material written Company policy applicable to the Executive and related to workplace conduct as may exist or be amended from time to time. No act or failure to act shall be considered “willful” for purposes hereof, unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that his action or omission is in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause shall not take effect unless (A) the provisions Executive has been given written notice in reasonable detail by the Company of this subsection (i) are complied with. Employee shall be given not less than the occurrence of one or more of the circumstances claimed to constitute Cause within thirty (30) days written notice by of the Board of Directors of the intention Corporation becoming aware of such circumstances and, except for terminations pursuant to terminate his employment Section 6(a)(ii), an opportunity 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure any such act or acts or failure or failures to act, circumstances (to the extent such cure is possible. If he fails circumstances are subject to cure cure), and such act or acts or failure or failures to actcircumstances remain uncured at the end of such thirty (30)-day period (provided that, in the event that the Executive cures such circumstances, the notice of termination shall be effective on nullified) and (B) there shall have been delivered to the date immediately following Executive a copy of a resolution duly adopted by the expiration affirmative vote of not less than a majority of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date members of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of Directors of the Company Corporation (or any subsidiary thereofexcluding the Executive) or otherwise performing his duties hereunderat a meeting of the Board of Directors of the Corporation called and held for such purpose (after reasonable notice is provided to the Executive and the Executive, and any such prohibition shall in no event constitute an event pursuant together with counsel for the Executive, is afforded the opportunity to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can present whatever facts he reasonably demonstrate believes are relevant to the Board for its consideration) finding that he desires to enter the premises Executive is guilty of the Company conduct described in clauses (or a subsidiary thereofi), (iii), (iv) 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 thereofv) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actabove.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, or any conviction of, or guilty plea or nolo contendere plea to, or confession of, a Class A-type felony or felony involving moral turpitude or other crime involving moral turpitude, (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 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 take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to 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 subsection Agreement and failure to remedy such breach within ten (i10) are complied with. 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 given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to 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 benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., 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 not be permitted entitled to enter any other payments under this Agreement except as set forth in 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 actimmediately preceding sentence.

Termination by the Company for Cause. (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 thirty fifteen (3015) days written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.

Termination by the Company for Cause. (i) A 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 Executive’s employment hereunder in good faith on account of Cause, or 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, including the reasons for the determination of Cause, and if curable, any actions necessary or appropriate to cure such determination. If the Cause event is curable, 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 take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than to exceed thirty (30) days written notice by the Board of the intention to terminate his employment for Causedays, 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure any such act finding of Cause hereunder. Following such presentation, upon Executive’s failure to appear or acts or upon Executive’s failure or failures to actcure, to as the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actcase may be, the termination Board, by an affirmative vote of a majority of its members (excluding Executive), shall be effective on confirm that the date immediately following the expiration actions or inactions of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided Executive constitute Cause hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.

Termination by the Company for Cause. (i) A termination The Company may terminate this Agreement and Executive’s employment with the Company for Cause (as defined herein) upon the Company giving written notice of termination to the Executive. The following acts or omissions by the Executive shall not take effect unless the provisions constitute “Cause” for immediate termination of this subsection Agreement: (iA) are complied with. Employee shall be given not less than thirty (30) days written notice conduct by the Board Executive constituting a felony or other crime involving dishonesty, theft or an act of moral turpitude; (B) conduct of the intention Executive which is materially injurious, or reasonably likely to terminate his employment for Causebe materially injurious, such notice to state in detail the particular Company or any Related Companies, monetarily or otherwise; (C) an act or acts of dishonesty by the Executive involving the Company or any Related Companies; (D) willful misconduct or gross negligence in the performance of the Executive’s duties under this Agreement, (E) refusal by the Executive to perform Executive’s duties hereunder and, to the extent that such refusal or failure or failures is subject to act that constitute cure (as determined by the grounds on which Company in its reasonable discretion) failure of the proposed termination for Cause is based. Employee shall have Executive to cure same within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, thereof to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good ReasonExecutive; provided, however, that no such notice and opportunity shall be required if cure is possiblethe same refusal or failure occurs by the Executive after the initial refusal or failure has been cure; (F) any breach of the Executive’s obligations under Section 5 of this Agreement, and Employee can reasonably demonstrate or (G) a material breach by the Executive of any of the other provisions of this Agreement and, to the Board extent that he desires such breach is subject to enter cure (as determined by the premises Company in its reasonable discretion) failure of the Company Executive to cure same within thirty (30) days after notice thereof to the Executive; provided, however, that no such notice shall be required if the same breach occurs by the Executive after the initial breach has been cured. A termination for “Cause” shall be effective immediately (or a subsidiary thereof) or on such later date set forth in the written notice of termination 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 actExecutive).

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive's employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company's obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act 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 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 other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure 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 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (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 thirty (30) days written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, as determined by the Board in its sole discretion, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.

Termination by the Company for Cause. The Company may terminate Executive's employment hereunder for Cause at any time upon written notice to Executive referring to this Section 6(c). For purposes of this Agreement, the term "Cause" shall mean Executive's gross misconduct (as defined herein) or willful and material breach of Section 10.1(a) (other than the first sentence thereof), 10.1(b), 10.2 (other than the first and penultimate sentences thereof), 10.3, 10.4, or 10.8. For purposes of this definition, "gross misconduct" shall mean (i) A termination for Cause shall Executive's conviction in a court of law of a felony under applicable federal or state law that was committed while Executive was employed by the Company, or (ii) Executive's willful and continued failure substantially to perform his material duties under this Agreement or any act or omission on the part of Executive not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice requested or approved by the Board constituting willful malfeasance or gross negligence in the performance of the intention to terminate his employment for CauseExecutive's material duties under this Agreement. For purposes of this Agreement, such notice to state in detail the particular an act or acts failure to act on Executive's part shall be considered "willful" if it was done or omitted to be done by him not in good faith and shall not include any act or failure or failures to act that constitute the grounds on which the proposed termination resulting from any physical or mental incapacity or impairment of Executive. Executive may not be terminated for Cause is based. Employee unless and until there shall have thirty been delivered to him, within ninety (3090) days after the date Board (A) had actual knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such written conduct or event could be grounds for termination for Cause, a copy of a resolution duly adopted by the Board by a vote of Directors constituting a majority of the Board (excluding Executive) at a meeting of the Board which a quorum is present and which is called and held for such purpose (after giving Executive reasonable notice has of the specific grounds for such termination and, except if a felony conviction is the grounds for termination, 30 days to correct such grounds, and affording Executive and his counsel the opportunity to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause (the "Cause Resolution"). If, within 30 days of Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in arbitration disputing the termination for Cause, Executive shall, during the pendency of the arbitration, be considered a suspended employee of the Company and be entitled to receive compensation and benefits under this Agreement as if he had not been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possibleterminated. If the arbitration panel finds that the Company had Cause to terminate Executive's employment, Executive shall, within 5 days of the arbitration award, repay any amounts provided to him by the Company in respect of periods commencing after his termination, including but not limited to salary continuation and the value of all benefits provided to Executive in respect of periods commencing after his termination, in excess of any amounts to which he fails was entitled under this Agreement upon a termination for Cause. If the arbitration panel finds that the Company did not have Cause to cure such act or acts or failure or failures to act, the termination terminate Executive's employment: (x) Executive's employment shall be effective on deemed to have been terminated without Cause as of the date immediately following the expiration of the thirty (30) day notice period. If cure which is not possible, the termination shall be effective on 90 days after the date of receipt notice of such notice his termination for Cause; and (y) any amounts paid to Executive by Employee. During any cure period provided hereunder, the Board may, Company in its sole and absolute discretion, prohibit Employee from entering respect of periods commencing after 90 days following the premises date of the Company (or any subsidiary thereof) or otherwise performing notice of his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 basedCause, Employee including but not limited to salary continuation and the value of all benefits provided to Executive, shall be permitted credited against amounts owed to enter the premises Executive under Section 7(c) 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 actthis Agreement.

Termination by the Company for Cause. The Company may terminate this Agreement at any time, in the discretion of the Board, in the event of (i) A termination any conviction of Xxxxxxxx for Cause a felony, (ii) any material breach by Xxxxxxxx of a material written agreement between Xxxxxxxx and the Company or the UST Group, including this Agreement, (iii) any breach caused by Xxxxxxxx of the Company Agreement, the limited partnership agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Xxxxxxxx had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided further that such breach has a material adverse effect on the Company, (iv) any willful conduct by Xxxxxxxx materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Xxxxxxxx to comply with any material policies, procedures, or directives of the Board, provided that, Xxxxxxxx shall first be given notice from the Board of such failure and such failure shall not take effect unless have been cured within 10 days after such notice or, if such failure is not capable of being cured within 10 days, Xxxxxxxx shall not have commenced and be diligently pursuing in good faith efforts to cure such default, or (vi) any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Xxxxxxxx with respect to the provisions Company or the UST Group. In the event the Company terminates Xxxxxxxx' employment pursuant to this Section 6.2 for Cause, then Xxxxxxxx shall be paid on termination the Earned Amounts. For purposes of this subsection (i) are complied with. Employee Agreement, no act or failure to act on Xxxxxxxx' part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the reasonable belief that the act or failure to act was in the best interests of the Company or the UST Group. Any act or failure to act on the basis of authority given not less than thirty (30) days written notice by resolution duly adopted by the Board or on the basis of advice given by legal counsel for the intention to terminate his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination Company shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possibleconclusively presumed to have been done, the termination shall or omitted to be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board maydone, in its sole good faith and absolute discretion, prohibit Employee from entering in the premises best interests of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any the UST Group. No termination of Xxxxxxxx' employment shall be for Cause unless such prohibition termination shall have been authorized in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to advance by a resolution adopted by the Board that he desires and delivered to enter the premises Xxxxxxxx, following a meeting of the Company Board at which Xxxxxxxx (or together with his counsel) shall have been afforded a subsidiary thereof) or reasonable opportunity to otherwise perform his duties hereunder solely to attempt to cure refute the act or acts or failure or failures to act that constitute the purported grounds on which the proposed for 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 actCause.

Termination by the Company for Cause. In the event the Company terminates Executive’s employment and the Term for Cause, subject to cure as described below, Executive shall be entitled to receive the Accrued Rights. “Cause” means: (i) A termination for a material breach by Executive of this Agreement, the agreements governing Executive’s equity awards, or any written policy of the Company; (ii) the repeated, willful, and persistent failure by Executive to reasonably and substantially perform Executive’s duties under this Agreement; (iii) Executive’s willful misconduct or gross negligence which is injurious to the Company Group; or (iv) Executive’s indictment of or plea of guilty or nolo contendere to a felony or other serious crime involving moral turpitude. No Cause shall not take effect exist unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of Directors has provided Executive with written notice describing the intention particular circumstances giving rise to terminate his employment for Cause, and has provided Executive the opportunity to cure, to the extent reasonably susceptible to cure, 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. Employee shall have circumstances within thirty (30) days after receiving such notice. If the date that such written notice has been given to Employee in which to Executive so effects a cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actsatisfaction of the Board of Directors, the termination notice of Cause shall be effective on deemed rescinded and of no force or effect. If, within six (6) months following Executive’s termination of employment hereunder for other than Cause, it is determined in good faith by the date immediately Board of Directors following a reasonable and thorough investigation by the expiration of the thirty Company that Executive’s employment could have been terminated for Cause pursuant to clauses (30i), (iii) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunderor (iv), the Board may, in its sole of Directors unanimously finds that the particular circumstances giving rise to Cause were or are not reasonably susceptible to cure and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunderdelivers written notice to Executive describing such circumstances giving rise to Cause, and any such prohibition Executive’s employment shall in no event constitute an event pursuant be deemed to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate have been terminated for Cause retroactively to the Board that he desires date the events giving rise 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 actoccurred.

Termination by the Company for Cause. (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 thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.

Termination by the Company for Cause. (i) A termination The Executive’s employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive’s willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive’s material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful” or engaged in “willfully” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of “Cause” hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actdetermination.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, Company specifying 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of such written notice shall not be delivered until after the Company (or a subsidiary thereof) or shall have given the Executive written notice specifying the conduct alleged to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act 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 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 other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure 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 her under this Agreement. For purposes of this Paragraph, 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 on the advice of counsel for the Company shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In addition, Executive’s employment shall be deemed to have terminated for Cause if, within six months after the date of Executive’s Separation from Service (as hereinafter defined), based on facts and circumstances discovered after the Executive’s employment has terminated, the Board determines in good faith after appropriate investigation that the Executive committed an act during the Employment Term that would have justified a termination for Cause.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act 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 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 other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure 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 Paragraph, 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 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Employment Period may be terminated by the Company for Cause without further liability on the part of the Company or any of its affiliates upon written notice to the Executive, such termination to be effective on the date specified in such notice. “Cause” means (i) A a failure by the Executive to observe policies of the Parent and its affiliates generally applicable to executives of the Parent and its affiliates that causes material harm to the Parent or its affiliates, or which continues after the Board of Directors notifies the Executive in writing of the failure, (ii) gross negligence or willful misconduct by the Executive in the performance of his duties, or failure by the Executive to follow the instructions of the Board of Directors, which failure shall not be cured by the Executive within ten days following written notice by the Company to the Executive of such failure, (iii) the commission by the Executive of any act of fraud, theft or financial dishonesty with respect to the Company, the Parent or any of its or their affiliates, (iv) the Executive’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or (v) the material breach by the Executive of this Agreement (including, without limitation, the failure to perform his duties hereunder in accordance with Section 3 hereof other than absences due to illness, injury, vacations or holidays), or any other material agreement or contract between or among the Executive, the Company, the Parent or any of its or their affiliates, which breach (if susceptible to cure) is not cured by the Executive within ten days following written notice by the Company to the Executive of such breach. Notwithstanding the foregoing, termination of the Employment Period shall not be deemed to be by the Company for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given Company provides written notice to the Executive not less later than thirty (30) days written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty (30) business days after the effective date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, of the termination shall be effective on the date immediately following the expiration of the thirty (30) day Employment Period, which notice period. If cure is not possible, identifies the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole as for “Cause” and absolute discretion, prohibit Employee from entering the premises of the Company (sets forth a reason or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actreasons therefor.

Termination by the Company for Cause. Subject to the forty-five (i45) A day cure period, if applicable, set forth in this Section 8(d), the Company may immediately terminate Employee’s employment at any time for Cause by giving written notice to Employee specifying in reasonable detail the reason for such termination. Upon any such termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Cause, Employee shall be given not less than thirty (30) days written notice by the Board entitled to payment of the intention to terminate his employment for Causeall accrued and unpaid compensation and wages, 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. but Employee shall have thirty no right to compensation or benefits for any period subsequent to the effective date of termination. For the purposes of this Agreement, “Cause” shall mean: Employee willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Company, breaches this Agreement in any material respect, habitually neglects or materially fails to perform his duties (30other than any such failure resulting solely from Employee’s physical or mental disability or incapacity) days after the date that such a written notice has been given demand for substantial performance is delivered to Employee which identifies the manner in which to cure such act the Company believes that Employee has not performed Employee’s duties, commits or acts is convicted of a felony or failure any crime involving moral turpitude, uses drugs or failures to act, to alcohol in a way that either interferes with the extent such cure is possible. If he fails to cure such act performance of his duties or acts compromises the integrity or failure or failures to act, the termination shall be effective on the date immediately following the expiration reputation of the thirty (30) day notice period. If cure is Company, or engages in any act of dishonesty involving the Company, disclosure of Company confidential information not possiblerequired by the duties of Employee, the termination shall be effective on the date commercial bribery, or perpetration of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonfraud; provided, however, that Employee shall have at least forty-five (45) calendar days to cure, if cure is possiblecurable, and Employee can reasonably demonstrate to the Board that he desires to enter the premises any of the Company (or a subsidiary thereof) or events which could lead 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 Employee’s 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 actCause.

Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) A termination for Cause shall not take effect unless the provisions Executive's willful and material breach of the terms of this subsection Agreement; (iii) are complied with. Employee shall be given not less than thirty the Executive's commission of any felony or any crime involving moral turpitude; (30iii) days written notice gross negligence or willful misconduct by the Board of the intention to terminate Executive in connection with his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided position hereunder, (iv) the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 Executive's willful refusal to perform his duties hereunder solely for (other than a failure due to disability) that results in material harm to the Company, after written notice specifying the failure and a reasonable opportunity of at least forty-five (45) days to cure (it being understood that if Executive's failure to perform is not of a type requiring a single action to fully cure, then Executive may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) or (v) a material and willful breach by Executive of any of his obligations hereunder and the failure of Executive to cure such breach within forty-five (45) days after receipt by Executive of a written notice of the Company specifying in reasonable detail the nature of the breach. The Company intends that "Cause" must be based only on meaningful and significant matters and not on matters of minor importance. For purposes of curing such act or acts this Section, an act, or failure or failures to act, on Executive's part shall be considered "willful" only if done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Upon the termination for Cause of Executive's employment, the Company shall have no further obligation or liability to the Executive other than for salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation and unreimbursed expenses.

Termination by the Company for Cause. (i) A The Company may terminate the Executive's employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, "Cause" shall mean: a willful failure or refusal on Executive's part to perform Executive's duties under this Agreement, willful failure or refusal to carry out the lawful directions of the Board; willful gross misconduct, willful dishonesty or fraud on Executive's part in connection with Executive's employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive's employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty (30ten 10) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination The Executive’s employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful" or engaged in “willfully” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of “Cause” hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actdetermination.

Termination by the Company for Cause. (i) A termination for Cause by the Company shall not take effect unless the following provisions of this subsection paragraph (i) are complied with. Employee : The Executive shall first be given not less than thirty (30) days written notice by the Board of the its intention to terminate his employment 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 basedbased and (B) to be given within ninety (90) days of the Board learning of such act or acts or failure or failures to act. Employee The Executive shall then have thirty ten (3010) calendar days after the date that such written notice has been given to Employee received by the Executive in which to cure such act or acts or failure or failures to actconduct, to the extent such cure is possiblepossible (solely with respect to paragraph (ii) of the definition of “Cause” set forth in Section 1(e) above). If he the Executive fails to cure such act conduct or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If such cure is not possible, the termination Executive shall then be entitled to a hearing before the Board, at which the Executive and his representative shall have the right to attend and address the Board. Such hearing shall be effective on held within fifteen (15) calendar days of such notice to the date Executive, provided he requests such hearing within ten (10) calendar days of receipt of the written notice from the Board of the intention to terminate him for Cause. If, within five (5) calendar days following such hearing, the Executive is furnished written notice by Employee. During any cure period provided hereunderthe Board confirming that at least two-thirds of the entire membership of the Board determined, in good faith, that the Executive engaged in conduct set forth in the definition of Cause herein, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition Executive shall in no event constitute an event pursuant to 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 thereupon be immediately terminated 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 actCause.

Termination by the Company for Cause. Subject to the forty-five (i45) A day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Employee's employment at any time for Cause by giving written notice to Employee specifying in reasonable detail the reason for such termination. Upon any such termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Cause, Employee shall be given not less than thirty (30) days written notice by the Board entitled to payment of the intention to terminate his employment for Causeall accrued and unpaid compensation and wages, 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. but Employee shall have thirty no right to compensation or benefits for any period subsequent to the effective date of termination. For the purposes of this Agreement, "Cause" shall mean: Employee willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Company, breaches this Agreement in any material respect, habitually neglects or materially fails to perform his duties (30other than any such failure resulting solely from Employee's physical or mental disability or incapacity) days after the date that such a written notice has been given demand for substantial performance is delivered to Employee which identifies the manner in which to cure such act the Company believes that Employee has not performed Employee's duties, commits or acts is convicted of a felony or failure any crime involving moral turpitude, uses drugs or failures to act, to alcohol in a way that either interferes with the extent such cure is possible. If he fails to cure such act performance of his duties or acts compromises the integrity or failure or failures to act, the termination shall be effective on the date immediately following the expiration reputation of the thirty (30) day notice period. If cure is Company, or engages in any act of dishonesty involving the Company, disclosure of Company confidential information not possiblerequired by the duties of Employee, the termination shall be effective on the date commercial bribery, or perpetration of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonfraud; provided, however, that Employee shall have at least forty-five (45) calendar days to cure, if cure is possiblecurable, and Employee can reasonably demonstrate to the Board that he desires to enter the premises any of the Company (or a subsidiary thereof) or events which could lead 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 Employee's 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 actCause.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (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 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 take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to 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 subsection Agreement and failure to remedy such breach within ten (i10) are complied with. 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 given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to 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 benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., 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 not be permitted entitled to enter any other payments under this Agreement except as set forth in 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 actimmediately preceding sentence.

Termination by the Company for Cause. The Company may terminate the Executive’s employment at any time for “Cause,” which shall mean only (i) A termination for Cause shall not take effect unless the provisions intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the performance of regular duties or other breach of fiduciary duty or material breach of this subsection (i) are complied with. Employee shall be given not less than Agreement which remains uncured after thirty (30) days written days’ notice by specifying in reasonable detail the Board nature of the intention failure, negligence, misconduct or breach and what is required of the Executive to terminate his employment 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, (A) at least two-thirds (2/3) of the members of the Board (excluding the Executive, if a Board member) must conclude in good 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 Board (X) of which the Executive received written notice to state at least ten (10) days in advance, which notice shall have set forth in reasonable detail the particular act facts and circumstances claimed to provide a basis for the Company’s belief that one of the events described in subsection (i), (ii) or acts or failure or failures to act that constitute (iii) above occurred and, in the grounds on which the proposed termination for Cause is based. Employee shall have thirty case of an event under subsection (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to acti), to the 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 remains uncured at the expiration of the thirty (30) day notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. If cure is not possibleIn the event of the termination of the Executive’s employment by the Company for Cause, the termination Company shall pay to the Executive the Termination Entitlements and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. The parties acknowledge and agree that this definition of “Cause” shall be effective on applicable and controlling with respect to the date of receipt of such notice option agreements executed by Employee. During any cure period provided hereunderthe Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 terms 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 Section 14 of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing each such act or acts or failure or failures to actoption agreement.

Termination by the Company for Cause. (i) A The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, or a willful failure or refusal to carry out the lawful directions of the Board; willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty (30ten 10) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination The Company shall have the right to terminate this Agreement and Executive's employment hereunder "for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days cause" by giving Executive written notice by the Board to that effect. Any such termination of the intention to terminate his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 specified in such notice. In the expiration event of such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the thirty termination, (30b) day notice period. If cure is to the extent it has not possiblealready been paid, the termination shall be effective final Buyout Installment due and payable on March 15, 2003 under the USI Northeast Agreement, (c) any business expenses remaining unpaid on the effective date of receipt the termination for which Executive is entitled to be reimbursed under Section 5 of such notice this Agreement, and (d) pay Executive any USI Plan performance bonus for any prior period which was authorized by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises Compensation Committee of the Company USI Board but remained unpaid at the time of Executive's termination of employment. For the purpose of this Agreement, "for cause" shall mean (or any subsidiary thereofi) or otherwise performing his commission of a willful and material act of dishonesty in the course of Executive's duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) Executive's performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and any such prohibition shall in no event constitute an event pursuant given Executive 30 days within which to which Employee may terminate employment commence rehabilitation with Good Reason; provided, however, that if cure is possiblerespect thereto, and Employee can reasonably demonstrate Executive shall have failed to commence such rehabilitation or continued to perform under the Board that he desires influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within 90 days after the Company shall have advised Executive in writing of its intention to enter terminate Executive's employment in accordance with the premises provisions of this Section 8.2, in the event such condition shall not have been cured, (v) Executive's personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 1 above, or to carry out reasonable and lawful directives 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 basedUSI CEO, Employee which, if capable of being cured, shall be permitted to enter the premises of not have been cured within 90 days after the Company shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the provision of this Section 8.2 or (iv) material non-compliance with the terms of this Agreement, including but not limited to any breach of Section 6 or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes Section 7 of curing such act or acts or failure or failures to actthis Agreement.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act 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 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 other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure 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 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (a) This Agreement may be terminated by the Company at any time for "good cause." For purposes hereof, "good cause" shall mean any of the following: (a) Operator s repeated negligence; (b) Operator s unremedied negligence; (c) Operator s willful misconduct; (d) Operator s material breach of the standards of operation contained in Section 3.1; or (e) Operator s material failure to perform its obligations under this Agreement. For purposes hereof, "repeated negligence" shall occur if (i) A termination Operator is negligent in performing any of its material obligations under this Agreement; (ii) Operator receives a notice in writing from the Management Committee specifying that the Management Committee has reasonably determined that Operator has failed to perform its duties as Operator, the basis for Cause such determination by the Management Committee, and the action necessary to be undertaken by Operator to remedy such failure; and (iii) the Operator receives such written notices more than two times in any six month period (provided that after issuing a written notice with respect to a failure by Operator to perform, the Company shall not take effect issue a second such notice with respect to the same underlying circumstances within a six-month period unless the provisions of this subsection Operator fails to promptly commence and continue diligent efforts to cure such failure). For purposes hereof, "unremedied negligence" shall occur if (i) are complied with. Employee shall Operator is negligent in performing any of its material obligations under this Agreement; (ii) Operator receives a notice in writing from the Management Committee specifying that the Management Committee has reasonably determined that Operator has been negligent in the performance of its duties under this Agreement as Operator, the basis for such determination by the Management Committee, and the action necessary to be given undertaken by Operator to remedy such failure; and (iii) Operator has not less than thirty (30) remedied, or commenced diligent efforts to cure or remedy within such period, its negligence within seven calendar days after its receipt of the written notice by the Board and does not continues to pursue such diligent efforts until such matters are cured or remedied after its receipt of the intention Management Committee s notice. (b) Termination of this Agreement as to terminate his employment for Cause, such notice any Company pursuant 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. Employee shall have thirty (30Section 8.2(a) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, other section of this Agreement shall not in and of itself terminate this Agreement as between Operator and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonother Company; provided, however, that each such other Company shall have the right to terminate its Agreement with Operator upon 30 days' notice to Operator if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises it gives such notice within 60 days after effective date of the termination by another 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.under Section 8.2(a). 8.3

Termination by the Company for Cause. Executive's employment with Holding and the Company may be terminated during the Employment Period by Holding and the Company for "Cause". "Cause" shall mean (i) A termination for Cause shall not take effect unless the provisions willful failure of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 Executive substantially to perform his duties hereunder solely (other than any such failure due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board, which notice identifies the manner in which the Board believes that Executive has not substantially performed his duties hereunder, (ii) Executive's engaging in willful serious misconduct that is materially injurious to Holding, the Company or any of their respective Affiliates, (iii) Executive's conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony, (iv) the material or willful breach by Executive of any written covenant or agreement with Holding, the Company or any of their respective Affiliates (x) not to disclose any information pertaining to Holding, the Company or any of their respective Affiliates, (y) not to compete or interfere with Holding, the Company or any of their respective Affiliates, including without limitation a breach of any of the covenants set forth in any of Sections 7, 8, 9, 10, 11 or 12 hereof, or (z) relating to any shares of capital stock of Holding or options in respect of any such stock owned or controlled by Executive. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (1) 60 days notice to the Executive setting forth the reasons for the purposes Company's intention to terminate for Cause, during which 60 day period the Executive may, if possible, cure or remedy the action or omission giving rise to Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board of curing such act or acts or failure or failures Directors of the Company and (3) delivery to actthe Executive of a Notice of Termination, as defined in subsection (e) hereof, from the Board of Directors finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth in this paragraph (b), and specifying the particulars thereof in detail.

Termination by the Company for Cause. (i) A The Company may terminate this Agreement and Singdahlsen's employment at any time if such termination is for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days "Cause", as defined below, by delivering to Singdahlsen written notice of termination supported by the Board a reasonably detailed statement of the intention to terminate his employment relevant facts and reason for Cause, termination and 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 immediately upon delivery of such notice to Singdahlsen. In the date immediately following the expiration event of the thirty (30) day notice period. If cure is not possiblesuch termination, the termination Company shall be effective on pay Singdahlsen, no later than the ten days following the date of receipt termination, a lump sum equal to Singdahlsen's accrued base salary through the date of such notice termination, and any and all accrued vacation pay, and accrued benefits through the date of termination. Unvested stock options or restricted stock shall be forfeited by EmployeeSingdahlsen. During any cure period provided hereunderFor purposes of this Agreement, "Cause" shall exist if (i) Singdahlsen has committed an act of embezzlement, fraud or theft with respect to the Board mayproperty of the Company, in its sole and absolute discretion, prohibit Employee from entering (ii) disregarded the premises rules of the Company (so as to cause material loss, damage or any subsidiary thereof) or otherwise performing his duties hereunderinjury to, and any such prohibition shall in no event constitute an event pursuant to 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 materially endanger, the Company's property, business or employees, (iii) Singdahlsen has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) Singdahlsen has been found guilty of or has plead nolo contendere to the commission of a felony offense or a misdemeanor offense involving moral turpitude, or (v) Singdahlsen has breached this Agreement or has failed to perform his Singdahlsen's duties hereunder solely for under this Agreement, including by reason of Singdahlsen's failure to execute the purposes reasonable directives of curing such the Company's Chief Executive Officer or the Board of Directors. Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) of the foregoing sentence, "Cause" shall not exist if the failure is the result of Singdahlsen's unwillingness to execute any act which would constitute a violation of existing law, regulation or acts rule applicable to Company or Singdahlsen, or if the failure is the result of an act of a party or failures to actan intervening event outside of Singdahlsen's authority or control.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause the Employee’s fraud, embezzlement or theft against the Company or any of its affiliates, (ii) the Employee’s material violation of the Company’s corporate policies or code of ethics, (iii) the Employee’s acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (iv) the Employee’s 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 and failure to remedy such 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 take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, or (vii) breach of a duty of loyalty or duty of care owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. 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 given not less than thirty (30) days written notice permitted to cure repeated failures. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Board Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the intention to terminate his employment for CauseCompany. Any act, such notice to state in detail the particular act or acts or failure to act, based upon authority given by the managers of the Company or failures based upon the advice of counsel for the Company shall be presumed to act that constitute be done, or omitted to be done, by the grounds on Employee in good faith and in the best interests of the Company, which presumption can be rebutted by the proposed Company. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause is based. pursuant to this Section, the Company shall only be obligated to pay the Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty Employee’s termination of employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments, as set forth in Section 5 above, to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to 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 benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 6.A., 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 not be permitted entitled to enter any other payments under this Agreement, except as set forth in 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 acttwo immediately preceding sentences.

Termination by the Company for Cause. (i) A termination by the Company for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment 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. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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. 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.

Termination by the Company for Cause. The Company may terminate 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" shall be limited to the following: (i) A termination for Cause shall not take effect commission of any material act of fraud by Xxxxxx with respect to which there is an admission of guilt or a conviction or final, unappealable civil judgment; (ii) misappropriation of funds or embezzlement by Xxxxxx with respect to which there is an admission of guilt or a conviction; (iii) Xxxxxx'x conviction on any felony criminal charges (excluding vehicular crimes unless the provisions a prison term of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice or more is actually imposed); (iv) willful misconduct or malfeasance in the performance of Xxxxxx'x duties in any material respect; (v) any willful misrepresentation or willful series of misrepresentations made by Xxxxxx to the Company or the Board in connection with the performance of his duties hereunder which individually or in the aggregate are material; (vi) any material breach by Xxxxxx of any of the provisions of Sections 4 or 5 of this Agreement; or (vii) any other material breach by Xxxxxx of this Agreement (including, without limitation, any willful failure to adhere to good faith, lawful instructions given by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on Board) which the proposed termination for Cause is based. Employee shall have not cured by Xxxxxx within thirty (30) days after the date his receipt of written notice thereof; provided, that if such failure is curable but is incapable of cure within thirty (30) days after such written notice, Xxxxxx shall have ninety (90) days after such notice has been given to Employee in which cure the failure, so long as Xxxxxx commences action to cure such act or acts or failure or failures to act, to the extent within 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 thirty (30) day notice period. If period and thereafter diligently and continuously takes action to cure is not possible, such failure during the termination shall be effective on the date of receipt remainder of such notice by Employeeninety (90) days. During any cure period provided hereunder, Xxxxxx shall not be deemed to have been terminated for Cause unless and until the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises occurrence of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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.following two events:

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless If the Employee materially fails or refuses to observe the provisions of this subsection (i) are complied with. Agreement or if the Company determines in its sole discretion that the Employee is not satisfactorily performing any of the duties required of the Employee under this Agreement, the Company shall be given not less than thirty (30) days give the Employee written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute refusal and, if the grounds on which the proposed termination for Cause is based. Employee shall have thirty does not correct such failure or refusal within five (305) days after the date that giving of such notice, this Agreement may be terminated by the Company immediately upon written notice has been given to Employee in which to cure of such act or acts or failure or failures to act, termination to the extent such cure is possible. If he fails Employee and upon payment by the Company to cure such act or acts or failure or failures the Employee for all compensation accrued under this Agreement to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt termination. In the event of the Employee's fraud, misappropriation or embezzlement of funds, or conviction for any crime punishable as a felony, the Company may terminate this Agreement immediately upon written notice of such notice termination to the Employee and upon payment by the Company to the Employee for all compensation accrued under this Agreement to the date of termination. In the event of a termination of the Employee's employment for cause in accordance with this Section 4.b, the Company shall have no further obligation to the Employee. During However, termination of the Employee's employment for cause shall not terminate or extinguish the Employee's obligation or liability to pay to the Company or any cure period provided hereunderof its affiliates any amount owed to them by the Employee, including, but not limited to, any amounts misappropriated, embezzled or otherwise obtained by the Board may, Employee by reason of any of the occurrences referred in its sole and absolute discretion, prohibit Employee from entering the premises this Section 4.d without prejudice to any other rights or remedies of the Company (or any subsidiary thereof) it affiliates at law or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actequity.

Termination by the Company for Cause. The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, willful failure or refusal to carry out the lawful directions of the Board of Directors of the Company (i) A the “Board”); willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive's employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty ten (3010) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause at any time upon written notice from the Company specifying such Cause and the expiration of the cure period specified below, and thereafter, the Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall cease and terminate; provided, however, that such written notice shall not take effect unless be delivered until after the provisions of this subsection (i) are complied with. Employee Company shall be have given not less than thirty (30) days the Executive written notice by specifying the Board of the intention conduct alleged to terminate his employment for have constituted such 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. Employee The Executive shall have thirty (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 her under this Agreement. For purposes of this Paragraph 7(b), 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 on the advice of counsel for the Company shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In addition, Executive’s employment shall be deemed to have terminated for Cause if, within six (6) months after the date that such written notice of Executive’s Separation from Service (as hereinafter defined), based on facts and circumstances discovered after the Executive’s employment has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunderterminated, the Board may, determines in its sole and absolute discretion, prohibit Employee from entering good faith after appropriate investigation that the premises of Executive committed an act during the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, Employment Term that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or would have justified 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.Cause. Xxxxxx X. Xxxx

Termination by the Company for Cause. (i) A The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, or a willful failure or refusal to carry out the lawful directions of the Board; willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty ten (3010) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination The Company may terminate ------------------------------------ the Executive's employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying 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. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the 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 and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company's obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act 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 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 other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure 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 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate Employee’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” shall mean any of the following: (i) A termination for Cause Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by virtue of Employee’s office) this Agreement where such failure or refusal shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than have ceased or been remedied within thirty (30) days following written notice warning from 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 Board discharge of Employee’s duties; (iii) any act or failure to act by Employee constituting fraud, moral turpitude, or involving a 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 intention Company not contrary to terminate his employment for Causethe provisions of this Agreement, where 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. Employee refusal shall not have ceased or been remedied within thirty (30) days after following written warning from the date Company, provided that such obligation to provide written notice has been given to Employee in which warning and the related right to cure shall not apply to (a) such act matters as are not curable, or acts or failure or failures to act, to (b) repeated violations of this clause (vii); and (viii) Employee's violation of the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actCompany's Code of Ethics and Business Conduct, the termination shall be effective on the date immediately following the expiration signing of the thirty (30) day notice period. If cure which is not possible, the termination shall be effective on the date a pre-condition of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to 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 actemployment.