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

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Executive’s employment at any time to terminate the with Cause, effective upon Executive's employment hereunder without prior ’s receipt of written notice upon the occurrence of any such termination, provided, such notice is given within one hundred eighty (180) days of the following discovery of the Cause event by the Chairman of the Audit Committee of the Board or Chairman of the Compensation Committee. Notwithstanding anything herein to the contrary, Executive shall not be deemed to have been terminated for Cause without (any A) advance written notice provided to Executive of not less than fourteen (14) days prior to the Termination Date setting forth the Company’s intention to consider terminating Executive for Cause including a statement of the anticipated date of termination and the basis for such termination being referred for Cause, (B) an opportunity for Executive, together with his counsel, to be heard before the Board during the fourteen (14) day period preceding the anticipated date of termination, (C) a duly adopted resolution of the Board stating that the actions of Executive constituted Cause and the basis for such termination for Cause, and (D) a written determination provided by the Board setting forth the acts and/or omissions that form the basis of such termination for Cause. Any resolution or determination made by the Board described in the immediately preceding sentence shall require an affirmative vote of at least a two-thirds majority of the members of the Board (other than Executive) and shall be subject to de novo review by an arbitrator. Any purported termination of employment of Executive by the Company which does not meet each requirement described herein shall be treated for all purposes as a termination for "Cause"): (iof employment without Cause as described in Section 5(d) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company;hereof. (ii) In the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and event that the Company which breach is not cured within thirty (30) days subsequent to notice from the Company terminates Executive’s employment with Cause, he shall be entitled only to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAccrued Obligations.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the right at Company, (vi) any time improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to terminate perform the Executive's employment hereunder without prior notice upon duties assigned or requested by the occurrence Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the following (any such termination being referred to as a termination for "Cause"): provisions of Sections (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of), or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv), (v) or (viii) hereof, Employee shall be provided the willful failure or refusal of the Executive opportunity to perform his duties as set forth herein or the willful failure or refusal cure such event within a reasonable time following written notice thereof and not to follow the direction of the CEO or the Board, provided such failure or refusal continues after exceed thirty (30) days of following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice in writing from the CEO or the Board of Cause of such failure or refusaldesire, which notice refers to this Section 4(a) and indicates in the Company's intention to terminate absence of such cure by Employee within the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) Cure Period Employee shall be deemed terminated upon the Executive breaches any expiration of the terms of this Agreement or any other agreement between Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the Executive and foregoing, Employee shall not be provided the Company which breach is not cured within thirty (30) days subsequent to notice from the Company opportunity pursuant to the Executive of such breachforegoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty constitute Cause (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements"absence of cure) or any agreements referred to therein, the definition set forth herein shall controlhereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the President, the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the President, the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements Stock Option Agreements pursuant to the 1997 Plan or the Rayovac Corporation 1996 Stock Option Plan (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company Board, on behalf of the Company, may terminate Executive’s employment with Cause upon written notice to Executive of the alleged act or omission constituting Cause, which notice shall have set forth in reasonable detail the right at any time reason or reasons that the Board believes Executive is to terminate the Executive's employment hereunder without prior notice upon be terminated for Cause. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following (any such termination being referred to as a termination for "Cause"): events: (i) the commission by the Executive any willful act or willful omission (other than as a result of any deliberate and premeditated act taken by the Executive in bad faith against the interests Disability) that represents a breach of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement to the material detriment of the Company; (ii) Executive’s conviction of, or any plea of nolo contendere to, a felony (other agreement between than a traffic infraction); or (iii) the commission by Executive of a material act of fraud, theft or dishonesty against the Company. If an event described in clause (i) of the preceding sentence is reasonably capable of being cured, (A) Executive shall be given 45 days from the date of such written notice to effect a cure of such alleged act or omission constituting Cause which, upon such cure to the reasonable satisfaction of the Board, shall no longer constitute a basis for Cause, and (B) Executive shall be given an opportunity to make a presentation to the Board (accompanied by counsel or other representative, if Executive so desires) at a meeting of the Board held promptly following such 45-day cure period if the Board intends to determine that no cure has occurred. At or following such meeting, the Board shall determine whether or not to terminate Executive with Cause and shall notify Executive of its determination and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive effective date of such breachtermination (which date may be no earlier than the date of the aforementioned Board meeting). For purposes hereof, which notice refers to this Section 4(a) and indicates no act or omission shall be deemed “willful” if it was done with a good faith belief that it was in the best interests of the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to immediately terminate the Executive's ’s employment hereunder without prior notice upon for Cause, subject to Section 8 hereof. For purposes of this Agreement, the occurrence of term “Cause” shall mean any of the following (any such termination being referred to as a termination for "Cause"): following: (i) the commission repeated and demonstrated failure of the Executive to carry out the reasonable instructions of the Board in all material respects, provided such instructions reasonably relate to and are not inconsistent with the Executive’s management position and standing, which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the Executive from the Company; (ii) the breach by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms or provisions of this Agreement or any other agreement between the Executive Executive, on the one hand, and the Company Company, on the other hand, on the part of the Executive to be observed or performed, which failure or breach is not cured within thirty fifteen (3015) days subsequent to after receipt of written notice thereof by the Executive from the Company Company; (iii) the Executive’s knowing and willful neglect or refusal for any reason to attend to the Executive of Executive’s material duties and responsibilities under this Agreement which such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach conduct is not cured within such thirty fifteen (3015) day period. If days after receipt of written notice thereof by the definition Executive from the Company; (iv) any criminal liability of termination for "Cause" set forth above conflicts with such definition in the Company which was substantially caused by the conduct of the Executive's time-based ; (v) the Executive’s conviction by, or performance- based stock option agreements (collectivelyentry of a plea of guilty or nolo contendere in, a court of competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the "Stock Option Agreements") Company, or any agreements referred crime constituting a felony; (vi) the Executive’s failure to thereinresign from the Company pursuant to Article VIII of the EHA; (vii) the Company becoming insolvent, filing for bankruptcy protection, commencing liquidation proceedings, having a trustee or receiver appointed over the definition set forth herein shall controlCompany’s property or business, or dissolving; or (viii) the Board determining, in its sole discretion, that the Company is no longer viable as a going concern.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveCompany's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the Executive has been convicted ofTerm by a court of competent jurisdiction, or pleads NOLO CONTENDERE with respect to, any felony, a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the habitual drug addiction Company or intoxication Holdings, which acts are materially harmful to, either financially, or to the business reputation of the Executive which negatively impacts his job performance Company or the Executive's failure of a Company-required drug test; Holdings; (iv) the Executive's willful breach of Section 10 hereof; (v) Executive's willful and continued failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided hereunder (other than such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the caused by Executive's employment hereunder if such failure Disability), after a written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or refusal is not remedied within such thirty refused to perform his duties; or (30vi) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlHoldings.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveBoard's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the commission Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the Executive imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any deliberate and premeditated act taken by other illegal conduct with respect to the Executive in bad faith against Company which acts are materially harmful to, either financially, or to the interests business reputation of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; ; (iv) the Executive's willful breach of Section 10 hereof; (v) Executive's willful and continued failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided hereunder (other than such failure or refusal continues caused by Executive's Disability), after thirty (30) days of the receipt of notice in writing from the CEO or a written demand for performance is delivered to Executive by the Board of such failure that specifically identifies the manner in which the Board believes that Executive has failed or refusal, which notice refers refused to this Section 4(aperform his duties; or (vi) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the Company part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Executive best interest of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felonycrime (felony or less), the circumstances of which substantially relate to the circumstances, duties or responsibilities of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of Executive’s position with the Company; (iii) the habitual drug addiction current use of illegal drugs, misuse of legal drugs, or intoxication of Executive in the Executive which negatively impacts workplace or while performing his job performance duties or responsibilities associated with his position, the Executive's ’s failure of a Company-required related drug test, or the violation of any Company drug policy; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Employee’s employment at any time to terminate the Executive's employment hereunder without prior with Cause, effective upon Employee’s receipt of written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted oftermination; provided, or pleads NOLO CONTENDERE however, that with respect toto any Cause termination, any felony, to the extent that such act or of any lesser crime acts or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive failures to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Boardact are curable, provided such failure or refusal continues after Employee shall be given not less than thirty (30) days of the receipt of days’ written notice in writing from the CEO or by the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate him with Cause, such notice to state in detail the Executive's employment hereunder if such particular act or acts or failure or refusal failures to act that constitute the grounds on which the proposed termination with Cause is not remedied within based, and such termination shall be effective at the expiration of such thirty (30) day notice period unless Employee has fully cured such act or acts or failure or failures to act that give rise to Cause during such period; or. (vii) Except as provided in the Executive breaches following sentence, in the event that the Company terminates Employee’s employment with Cause, he shall be entitled only to the Accrued Obligations (other than those described in Section 1(a)(ii)). In the event of a termination of employment by Company with Cause under this Section 9(c), the Company and Employee may mutually agree to enter into a severance agreement providing that Employee shall be entitled to the same payments and benefits as provided in Section 9(d) hereof for a termination by the Company without Cause, subject to the same conditions on payments and benefits as described in Section 9(d) hereof, and that Employee shall be bound by the limitations on Competitive Activities and Customer Interfering Activities (each as defined in the Non-Interference Agreement) set forth in the Non-Interference Agreement. Following such termination of Employee’s employment with Cause, except as set forth in this Section 9(c)(ii), Employee shall have no further rights to any of the terms of this Agreement compensation or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to benefits under this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAgreement.

Termination by the Company with Cause. The (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company shall have the right at any time to may terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any one or more of the following (events, any such termination being referred to as of which shall be deemed a termination for "with “Cause"):” under this Agreement: (i) the commission Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to a felony, and either Executive fails to perfect an appeal of any deliberate and premeditated act taken by such conviction prior to the Executive in bad faith against the interests expiration of the Company;maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of a felony is sustained on appeal; or (ii) the Executive has been convicted has: 1. Intentionally committed fraud against, or embezzled or misappropriated funds or other assets of, the Company or pleads NOLO CONTENDERE with respect toany Affiliate; 2. Intentionally violated, or caused the Company or any Affiliate or any officer, Executive or other agent thereof, or any other person or entity to violate, any felonylaw, regulation or ordinance, which violation has or would reasonably be expected to have a significant detrimental effect on the Company or any Affiliate, or any rule, regulation, policy or practice established by the Board of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation Directors of the property of Company or any Affiliate; or 3. Repeatedly intentionally violated, or repeatedly intentionally failed to perform or satisfy any material covenant, material condition or material obligation required to be performed or satisfied by Executive hereunder as reasonably determined by the Company;’s Board of Directors. (iiib) The Company shall effect such termination for Cause under paragraph (a) of this Section by giving Executive notice to such effect, setting forth in reasonable detail the habitual drug addiction or intoxication factual basis for such termination and the date of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after termination. Such notice shall be given at least thirty (30) business days prior to the date of termination set forth therein and Executive may avoid such termination if Executive, prior to the receipt date of notice termination set forth in writing from the CEO such notice, cures or explains to the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates Directors of the Company's intention to terminate , the Executive's employment hereunder if such failure or refusal is reasons why the termination should not remedied within such thirty (30) day period; orbe effected. (vc) During the Executive breaches any term of the terms notice Executive will be immediately suspended with pay, unless and until the Board of this Agreement or any other agreement between Directors determines to lift the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlsuspension.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the right at Company, (vi) any time willful or intentional action by Employee which has a material detrimental effect on the Company’s reputation or business, (vii) failure to terminate perform the Executive's employment hereunder without prior notice upon duties assigned or requested by the occurrence Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Base Salary and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the following (any such termination being referred to as a termination for "Cause"): provisions of Sections (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of), or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv), (v) or (viii) hereof, Employee shall be provided the willful failure or refusal of the Executive opportunity to perform his duties as set forth herein or the willful failure or refusal cure such event within a reasonable time following written notice thereof and not to follow the direction of the CEO or the Board, provided such failure or refusal continues after exceed thirty (30) days of following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice in writing from the CEO or the Board of Cause of such failure or refusaldesire, which notice refers to this Section 4(a) and indicates in the Company's intention to terminate absence of such cure by Employee within the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) Cure Period Employee shall be deemed terminated upon the Executive breaches any expiration of the terms of this Agreement or any other agreement between Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the Executive and foregoing, Employee shall not be provided the Company which breach is not cured within thirty (30) days subsequent to notice from the Company opportunity pursuant to the Executive of such breachforegoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three month period which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty constitute Cause (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements"absence of cure) or any agreements referred to therein, the definition set forth herein shall controlhereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- performance-based stock option agreements (collectively, collectively the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- performance-based stock option or restricted stock agreements (collectivelycollectively the “Stock Agreements”), the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felonycrime (felony or less) the circumstances of which substantially relate to the circumstances, duties or responsibilities of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of Executive’s position with the Company; (iii) the habitual drug addiction current use of illegal drugs, misuse of legal drugs, or intoxication of Executive in the Executive which negatively impacts workplace or while performing his job performance duties or responsibilities associated with his position, the Executive's ’s failure of a Company-required related drug test, or the violation of any Company drug policy; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement Agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- based stock option agreements (collectively, the "“Stock Option Agreements"”) or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the CompanyCompany which causes, or is reasonably anticipated to cause, material harm to the Company or its reputation; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes, or is reasonably anticipated to cause, material harm to the Company; (iii) the habitual drug addiction of the Executive, or habitual intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to (A) perform his duties as set forth herein or the willful failure or refusal to (B) follow the direction of the CEO or the Board, provided such the failure or refusal continues after thirty fifteen (3015) days of the receipt of notice in writing from the CEO or the Board of such the failure or refusal, which notice refers to this Section 4(a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty fifteen (3015) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other material written agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the a definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's time-’s time based or performance- performance based stock option or restricted stock agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.the

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) i. the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the CompanyCompany which causes, or is reasonably anticipated to cause, material harm to the Company or its reputation; (ii) . the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes, or is reasonably anticipated to cause, material harm to the Company; (iii) . the habitual drug addiction of the Executive, or habitual intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's ’s failure of a Companycompany-required drug test; (iv) . the willful failure or refusal of the Executive to (A) perform his duties as set forth herein or the willful failure or refusal to (B) follow the direction of the CEO or the Board, provided such the failure or refusal continues after thirty fifteen (3015) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a4 (a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty fifteen (3015) day period; or (v) v. the Executive materially breaches any of the terms of this Agreement or any other material written agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the a definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's time-’s time based or performance- performance based stock option or restricted stock agreements (collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior “with Cause” by giving Executive written notice upon to that effect. For the occurrence purpose of any of the following (any such termination being referred to as a termination for "this Agreement, “Cause"): ” shall mean (i) commission of a willful and material act of dishonesty in the commission by the Executive course of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; Executive’s duties hereunder, (ii) the Executive has been convicted of, conviction by a court of competent jurisdiction of a crime constituting a felony or pleads NOLO CONTENDERE with conviction in respect to, any felony, or of any lesser crime or offense having as its predicate element act involving fraud, dishonesty or misappropriation of the property of the Company; moral turpitude, (iii) Executive’s performance under the influence of controlled substances, or continued habitual drug addiction intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to commence such rehabilitation or intoxication of continued to perform under the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; 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 30 days after the Company shall have advised Executive in writing of its intention to terminate Executive’s employment in accordance with the provisions of this Section 8.2, in the event such condition shall not have been cured, (v) Executive’s personal, willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure and continuing misconduct or refusal to follow the direction perform duties and responsibilities described in Section 2 above, or to carry out directives of the CEO or the Board, provided such failure or refusal continues which, if capable of being cured, shall not have been cured within 60 days after thirty (30) days of the receipt of notice Company shall have advised Executive in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's its intention to terminate Executive’s employment in accordance with the Executive's employment hereunder if such failure provision of this Section 8.2 or refusal is not remedied within such thirty (30vi) day period; or (v) the Executive breaches any of material non-compliance with the terms of this Agreement Agreement, including but not limited to any breach of Section 6 or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive Section 7 of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAgreement.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveCompany's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the Executive has been convicted ofTerm by a court of competent jurisdiction, or pleads NOLO CONTENDERE with respect to, any felony, a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the habitual drug addiction Company or intoxication Holdings, which acts are materially harmful to, either financially, or to the business reputation of the Executive which negatively impacts his job performance Company or the Executive's failure of a Company-required drug test; Holdings; (iv) the Executive's willful breach of Section 9 hereof; (v) Executive's willful and continued failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided hereunder (other than such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the caused by Executive's employment hereunder if such failure Disability), after a written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or refusal is not remedied within such thirty refused to perform his duties; or (30vi) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlHoldings.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-time based or performance- performance based stock option or restricted stock agreements (collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive’s employment at any time with “Cause” by providing a Notice of Termination to terminate Executive not more than thirty (30) days after the Executive's employment hereunder without prior notice upon the occurrence of any Board’s actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for "breach of this Agreement. For purposes of this Agreement, “Cause"): ” shall mean (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication alcohol use which impairs the ability of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein hereunder; (ii) Executive’s conviction during the Term by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company; (iv) Executive’s willful violation of Article IV hereof; (v) Executive’s willful failure or refusal to follow perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the direction Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties, or (vi) Executive otherwise breaches any material provision of this Agreement which is not cured, if curable, within 30 days after written notice thereof. Executive will be given the opportunity within five (5) calendar days of receipt of such notice to meet with the Board to defend such act or acts or failure to act. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the CEO Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, provided unless Executive in good faith believes such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or directives are illegal and Executive promptly notifies the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlthereof.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements Stock Option Agreements to purchase 227,894 shares of Common Stock at an exercise price of $4.39 per share (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Employee’s employment at any time with Cause, effective upon Employee’s receipt of written notice of such termination; provided, however, that prior to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): taking place under (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation and/or (v) of the property definition of Cause set forth in Section 1(h) hereof, to the Company; (iii) the habitual drug addiction extent that such act or intoxication of the Executive which negatively impacts his job performance acts or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of failures to act are curable, as determined by the Executive to perform his duties as set forth herein or Novelion Board acting reasonably, the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after Company will first provide Employee with a written notice providing thirty (30) days days’ opportunity to cure, the notice to state the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based for such termination; and provided further that the Company may elect to suspend Employee from performing Employee’s duties hereunder with pay during such opportunity to cure period, and in no event shall any such suspension with pay constitute an event pursuant to which Employee may terminate employment with Good Reason as provided hereunder nor shall such suspension with pay alter the Company’s obligations under this Agreement during such period of suspension except that, if Executive is participating in Company benefits at the time then the Employee may not be eligible for certain benefit coverage pursuant to the terms and conditions of the receipt of notice in writing from the CEO applicable plan or the Board of policy. Unless Employee has fully cured such act or acts or failure or refusal, which notice refers failures to this Section 4(a) and indicates act that give rise to Cause to the Company's intention to ’s complete satisfaction during the thirty (30) day period, the employment of the Employee shall terminate effective at the Executive's employment hereunder if such failure or refusal is not remedied within expiration of such thirty (30) day period; or. (vii) In the Executive breaches event that the Company terminates Employee’s employment with Cause, Employee shall be entitled only to the Accrued Obligations. Following such termination of Employee’s employment with Cause, except as set forth in this Section 8(c)(ii) or as otherwise provided in Section 8(g), Employee shall have no further rights to any of the terms of this Agreement compensation or any other agreement between benefits under this Agreement. For the Executive avoidance of doubt, except as provided in Section 8(g) Employee’s sole and exclusive remedy upon a termination of employment by the Company which breach is not cured within thirty (30) days subsequent to notice from with Cause shall be receipt of the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAccrued Obligations.

Termination by the Company with Cause. The Company Parent shall have the right at any time to terminate the Executive's employment hereunder without prior hereunder, upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"):):  (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company;Company or their controlled affiliates that causes or is reasonably anticipated to cause material harm to the Company or their controlled affiliates;  (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, felony or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes or is reasonably anticipated to cause material harm to the Company; (iii) the habitual drug addiction or intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's failure of a Company-Company­ required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or Board that are consistent with the Board, terms of this Agreement; provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company Company, which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, breach and which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period.  If the such definition of termination for "Cause" set forth fmih above conflicts or differs with such definition in the Executive's time-based or performance- performance­ based restricted stock option unit or restricted stock award agreements (individually, the "Stock Agreement" and collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein fmih in this Agreement shall control.. For the purposes of this Section 4(a), no act or failure to act shall be deemed to be "willful" unless such act or failure was effected by the Executive (x) in bad faith and (y) without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests. 

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the President, the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the President, the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required the drug testtest described at Section 9.6 hereof; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") Agreements attached hereto as Exhibits C and D or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveBoard's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the commission Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the Executive imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any deliberate and premeditated act taken by other illegal conduct with respect to the Executive in bad faith against Company which acts are materially harmful to, either financially, or to the interests business reputation of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; ; (iv) the Executive's willful failure or refusal breach of the Executive to perform his duties as set forth herein or the Section 10 hereof; (v) Executive's willful and continued failure or refusal to follow the direction of the CEO or the Board, provided perform her duties hereunder (other than such failure or refusal continues caused by Executive's Disability), after thirty (30) days of the receipt of notice in writing from the CEO or a written demand for performance is delivered to Executive by the Board of such failure that specifically identifies the manner in which the Board believes that Executive has failed or refusal, which notice refers refused to this Section 4(aperform her duties; or (vi) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the Company part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that her action or omission was in the Executive best interest of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveBoard's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive alcohol use which negatively impacts his job performance or the impairs Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive ability to perform his duties as set forth herein hereunder; (ii) Executive's conviction during Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company; (iv) Executive's willful breach of Section 9 hereof; (v) Executive's continued failure or refusal to follow the direction of the CEO or the Board, provided perform his duties hereunder (other than such failure or refusal continues caused by Executive's Disability), after thirty (30) days of the receipt of notice in writing from the CEO or a written demand for performance is delivered to Executive by the Board of such failure that specifically identifies the manner in which the Board believes that Executive has failed or refusal, which notice refers refused to this Section 4(aperform his duties; or (vi) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the Company part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Executive best interest of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) ): the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the ; Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) ; the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Companycompany-required drug test; (iv) ; the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, 4 QB\42554870.2 provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the or  Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- performance based restricted stock option unit or restricted stock award agreements (individually, the "Stock Agreement" and collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.. 

Termination by the Company with Cause. (i) The Company shall have the right may terminate Executive’s employment at any time to terminate the with Cause, effective upon Executive's employment hereunder without prior ’s receipt of written notice upon the occurrence of any such termination, provided, such notice is given within one hundred eighty (180) days of the following discovery of the Cause event by the Chairman of the Audit Committee of the Board or Chairman of the Compensation Committee. Notwithstanding anything herein to the contrary, Executive shall not be deemed to have been terminated for Cause without (any A) advance written notice provided to Executive of not less than fourteen (14) days prior to the Termination Date setting forth the Company’s intention to consider terminating Executive for Cause including a statement of the anticipated date of termination and the basis for such termination being referred for Cause, (B) an opportunity for Executive, together with her counsel, to be heard before the Board during the fourteen (14) day period preceding the anticipated date of termination, (C) a duly adopted resolution of the Board stating that the actions of Executive constituted Cause and the basis for such termination for Cause, and (D) a written determination provided by the Board setting forth the acts and/or omissions that form the basis of such termination for Cause. Any resolution or determination made by the Board described in the immediately preceding sentence shall require an affirmative vote of at least a two-thirds majority of the members of the Board (other than Executive) and shall be subject to de novo review by an arbitrator. Any purported termination of employment of Executive by the Company which does not meet each requirement described herein shall be treated for all purposes as a termination for "Cause"): (iof employment without Cause as described in Section 5(d) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company;hereof. (ii) In the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and event that the Company which breach is not cured within thirty (30) days subsequent to notice from the Company terminates Executive’s employment with Cause, she shall be entitled only to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAccrued Obligations.

Termination by the Company with Cause. The During the Firm Term, the Company may terminate this Agreement for Cause. For purposes of this Agreement, Cause shall have mean; (a) the right at any time to terminate the ExecutiveOfficer's employment hereunder without prior notice upon the occurrence of any willful and material breach of the following provisions of this Agreement, other than such breach resulting from incapacity due to physical or mental disability, after the Board of Directors of the Company delivers a written demand to cure such breach, which specifically identifies the manner in which the Board of Directors of the Company believes that the Officer has not substantially performed his duties, or (any such termination being referred to as a termination for b) the Officer willfully engages in illegal conduct or gross misconduct which materially and demonstrably injures the Company. For purposes of this determining whether "Cause" exists, no act or failure to act, on the Officer's part shall be considered "): (i) the commission willful," unless it is done, or omitted to be done, by the Executive of any deliberate and premeditated act taken by the Executive Officer in bad faith against or without reasonable belief by the Officer that his action or omission was in the best interests of the Company; (ii) . Any act or failure to act, based upon authority given pursuant to a resolution adopted by the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or Board of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property Directors of the Company; (iii) , shall be conclusively presumed to be done, or omitted to be done, by the habitual drug addiction or intoxication Officer in good faith and in the best interests of the Executive which negatively impacts his job performance or Company. The cessation of the ExecutiveOfficer's failure employment shall not be deemed for "Cause," unless and until the Officer receives a copy of a Companyresolution adopted by the affirmative vote of not less than two-required drug test; (iv) the willful failure or refusal thirds of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction entire membership of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of Directors of the Company at a meeting of the Board of Directors of the Company called and held for such failure or refusalpurpose (after reasonable notice is provided to the Officer and the Officer is given the opportunity, which notice refers together with counsel, to this Section 4(a) and indicates be heard before the Board of Directors of the Company's intention to terminate ), finding that, in the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any good faith opinion of the terms Board of this Agreement or any other agreement between Directors of the Executive and Company, the Officer's termination is for Cause. In the event of the Officer's termination for Cause, the Company which breach is not cured within thirty (30) days subsequent will have no further obligation to notice the Officer under the Agreement from the Company to the Executive date of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controltermination.

Termination by the Company with Cause. The Company shall have the right at any time to immediately terminate the Executive's ’s employment hereunder without prior notice upon for Cause, subject to Section 8 hereof. For purposes of this Agreement, the occurrence of term “Cause” shall mean any of the following (any such termination being referred to as a termination for "Cause"): following: (i) the commission repeated and demonstrated failure of the Executive to carry out the reasonable instructions of the Board in all material respects, provided such instructions reasonably relate to and are not inconsistent with the Executive’s management position and standing, which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the Executive from the Company; (ii) the breach by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms or provisions of this Agreement or any other agreement between the Executive Executive, on the one hand, and the Company Company, on the other hand, on the part of the Executive to be observed or performed, which failure or breach is not cured within thirty fifteen (3015) days subsequent to after receipt of written notice thereof by the Executive from the Company Company, (iii) the Executive’s knowing and willful neglect or refusal for any reason to attend to the Executive of Executive’s material duties and responsibilities under this Agreement which such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach conduct is not cured within such thirty fifteen (3015) day period. If days after receipt of written notice thereof by the definition Executive from the Company; (iv) any criminal liability of termination for "Cause" set forth above conflicts with such definition in the Company which was substantially caused by the conduct of the Executive's time-based ; or performance- based stock option agreements (collectivelyv) the Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the "Stock Option Agreements") Company, or any agreements referred to thereincrime constituting a felony; (vi) the Company becoming insolvent, filing for bankruptcy protection, commencing liquidation proceedings, having a trustee or receiver appointed over the definition set forth herein shall controlCompany’s property or business, or dissolving; or (vii) the Board determining, in its sole discretion, that the Company is no longer viable as a going concern.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company that causes or is reasonably anticipated to cause material harm to the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company;4 (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- performance based restricted stock option unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The During the Firm Term, the Company may terminate this Agreement for Cause. For purposes of this Agreement, Cause shall have mean; (a) the right at any time to terminate the ExecutiveOfficer's employment hereunder without prior notice upon the occurrence of any willful and material breach of the following (any provisions of this Agreement, other than such termination being referred breach resulting from incapacity due to as a termination for "Cause"): (i) physical or mental disability, after the commission by Board of Directors of the Company [or the Chief Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests Officer of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of ] delivers a Company-required drug test; (iv) the willful failure or refusal of the Executive written demand to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of cure such breach, which notice refers to this Section 4(a) and indicates specifically identifies the manner in which the Board of Directors of the Company [or the Chief Executive Officer of the Company] believes that the Officer has not substantially performed his duties, or (b) the Officer willfully engages in illegal conduct or gross misconduct which materially and demonstrably injures [the Bank or] the Company. For purposes of this determining whether "Cause" exists, no act or failure to act, on the Officer's intention part shall be considered "willful," unless it is done, or omitted to terminate be done, by the ExecutiveOfficer in bad faith or without reasonable belief by the Officer that his action or omission was in the best interests of [the Bank and] the Company. Any act or failure to act, based upon authority given pursuant to a resolution adopted by the Board of Directors of the Company [, or upon the instructions of the Chief Executive Officer of the Company,] shall be conclusively presumed to be done, or omitted to be done, by the Officer in good faith and in the best interests of [the Bank and] the Company. The cessation of the Officer's employment hereunder if such breach is shall not cured within such thirty (30) day period. If the definition of termination be deemed for "Cause," set forth above conflicts unless and until the Officer receives a copy of a resolution adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board of Directors of the Company at a meeting called and held for such purpose (after reasonable notice is 4 provided to the Officer and the Officer is given the opportunity, together with such definition counsel, to be heard before the Board of Directors), finding that, in the Executive's time-based or performance- based stock option agreements (collectivelygood faith opinion of the Board of Directors, the "Stock Option Agreements") or any agreements referred Officer's termination is for Cause. In the event of the Officer's termination for Cause, [the Bank and] the Company will have no further obligation to therein, the definition set forth herein shall controlOfficer under the Agreement from the date of such termination.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the President, the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the President, the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements Stock Option Agreements pursuant to the 1997 Plan or the Rayovac Corporation 1996 Stock Option Plan (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.the

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveBoard's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive alcohol use which negatively impacts his job performance or the impairs Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive ability to perform his duties as set forth herein hereunder; (ii) Executive's conviction during the Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of the Company; (iv) Executive's willful breach of Section 10 hereof; (v) Executive's continued failure or refusal to follow the direction of the CEO or the Board, provided perform his duties hereunder (other than such failure or refusal continues caused by Executive's Disability), after thirty (30) days of the receipt of notice in writing from the CEO or a written demand for performance is delivered to Executive by the Board of such failure that specifically identifies the manner in which the Board believes that Executive has failed or refusal, which notice refers refused to this Section 4(aperform his duties; or (vi) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive otherwise breaches any of the terms material provision of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent after written notice thereof. No act or failure to notice from act on the Company part of Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Executive best interest of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his her job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his her duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive’s employment at any time with “Cause” by providing a Notice of Termination to terminate Executive not more than thirty (30) days after the Executive's employment hereunder without prior notice upon the occurrence of any Board’s actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for "breach of this Agreement. For purposes of this Agreement, “Cause"): ” shall mean (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication alcohol use which impairs the ability of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein hereunder; (ii) Executive’s conviction during the Term by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company; (iv) Executive’s willful violation of Article IV hereof; (v) Executive’s willful failure or refusal to follow perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the direction Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties, or (vi) Executive otherwise breaches any material provision of this Agreement which is not cured, if curable, within 30 days after written notice thereof. Executive will be given the opportunity within five (5) calendar days of receipt of such notice to meet with the Board to defend such act or acts or failure to act. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the CEO Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, provided unless Executive in good faith believes such failure or refusal continues after thirty (30) days directives are illegal and Executive promptly notifies the Board thereof. For avoidance of doubt, the replacement of the receipt Executive as Chairman of notice in writing from the CEO or the Board of such failure Directors (or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the any reduction in Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any ’s duties as Chairman of the terms Board of Directors) will not constitute a termination of Executive’s employment with or without Cause under this Agreement or any other agreement between the Agreement, and Executive and shall remain employed in that event as Chief Executive Officer of the Company which breach is not cured within thirty (30) days subsequent to notice from at the Company to same compensation and with the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlsame benefits as otherwise provided herein.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Employee’s employment at any time with Cause, effective upon Employee’s receipt of written notice of such termination which written notice, to terminate be effective, must be provided to Employee within sixty (60) days of the Executive's employment hereunder without prior notice upon later to occur of (x) the Board receipt of actual knowledge of the occurrence of any such event, and (y) if the Board has commenced an investigation into such event prior to the date which is sixty (60) days following the Board receipt of actual knowledge of the following (occurrence of such event, the completion of such investigation; provided, however, that with respect to any such Cause termination being referred to as a termination for "Cause"): relying on clause (i) or (vi) of the commission definition of Cause set forth in Section 1(f) hereof, to the extent that such act or acts or failure or failures to act are curable, Employee shall be given not less than ten (10) business days’ written notice by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests Board of the Company;’s intention to terminate his with 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 with Cause is based, and such termination shall be effective at the expiration of such ten (10) business day notice period unless Employee has fully cured such act or acts or failure or failures to act that give rise to Cause during such period. (ii) In the Executive has been convicted ofevent that the Company terminates Employee’s employment with Cause, or pleads NOLO CONTENDERE Employee shall be entitled only to the Accrued Obligations. Following such termination of Employee’s employment with respect toCause, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties except as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention 9(c)(ii), Employee shall have no further rights to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement compensation or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to benefits under this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAgreement.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- performance-based stock option agreements Stock Option Agreement to purchase 455,786 shares of Common Stock at an exercise price of $4.39 per share (collectively, collectively the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company Company, pursuant to the direction of the Parent Board, shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company that causes or is reasonably anticipated to cause material harm to the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, felony or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes or is reasonably anticipated to cause material harm to the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance performance, or the Executive's ’s failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company and/or the Parent, which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, breach and which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- performance-based restricted stock option unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein in this Agreement shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveCompany's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the commission Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the Executive imposition of a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any deliberate and premeditated act taken by other illegal conduct with respect to the Executive in bad faith against Company, which acts are materially harmful to, either financially, or to the interests business reputation of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; ; (iv) the Executive's willful failure or refusal breach of the Executive to perform his duties as set forth herein or the Section 10 hereof; (v) Executive's willful and continued failure or refusal to follow the direction of the CEO or the Board, provided perform his material duties hereunder (other than such failure caused by Executive's Disability), after a written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusalrefused to perform his duties, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent to after written notice from the Company to the thereof; or (vi) Executive otherwise breaches any material provision of such breach, this Agreement which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured cured, if curable, within such thirty (30) day perioddays after written notice thereof. If No act or failure to act on the definition part of termination for Executive shall be deemed "Causeintentional" set forth above conflicts with such definition if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Executive's time-based or performance- based stock option agreements (collectively, best interest of the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlCompany.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act acts taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's ’s failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the President, the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the President, the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "“Cause" ” set forth above conflicts with such definition in any other agreements between the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to thereinparties, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to may terminate the Executive's employment hereunder without prior Employment Period effective immediately upon written notice upon to Executive in the occurrence event of any of the following (any such termination being referred to as a termination for "Cause"):following: (i) the commission by the Executive Executive's material breach of any deliberate material term or condition of this Agreement, such breach continuing unremedied for 30 days after written notice thereof from the Company describing the acts constituting the breach and premeditated act taken requesting that they be remedied; (ii) Executive's (A) personal dishonesty, fraud, misappropriation, willful misconduct or breach of fiduciary duty, in each such case materially harmful to the Company's property, personnel or business operations, or materially damaging to the Company's relationships with its customers, clients, suppliers or employees or materially detrimental to the goodwill of the Company; or (B) failure to perform substantially the duties of his employment or his other obligations hereunder, or any continuing action by Executive materially detrimental to the Executive goodwill of the Company or materially damaging to the Company's relationships with its customers, clients, suppliers or employees, which non-performance or actions remain unremedied for 30 days after written notice thereof from the Company describing in bad faith against reasonable detail the interests non-performance or actions and requesting that they be remedied; (iii) Executive's pleading guilty or no-contest to, or conviction of, a felony or a crime involving moral turpitude or fraud; (iv) Executive's misappropriation (or attempted misappropriation) of the Company's funds or property or of a business opportunity of the Company, including, without limitation, attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iiv) the Executive has been convicted ofExecutive's conviction of any criminal offense involving dishonesty or breach of trust or money laundering, or pleads NOLO CONTENDERE Executive's agreement to enter into a pretrial diversion or similar program in connection with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Companya prosecution for such offense; (iiivi) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure excessive drunkenness, sale or use of a Company-required drug test; (iv) the willful failure illegal drugs or refusal abuse of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day periodany controlled substance; or (vvii) Executive's excessive absenteeism not related to Executive's illness, which absenteeism remains unremedied for 30 days after written notice by the Executive breaches any Company requesting that it be remedied. Upon termination of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers Employment Period pursuant to this Section 4(a) 8(d), the Company will not have any liability to Executive in respect of this Agreement, including, without limitation, claims for damages or liability to the Company by Executive for compensation, severance payments and indicates other benefits which otherwise would have accrued to Executive hereunder after termination; provided, however, that all compensation, benefits and reimbursements accrued through the Termination Date shall be paid to Executive at the times normally paid by the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Employee’s employment at any time to terminate with Cause, effective upon Employee’s receipt of written notice of such termination providing in reasonable detail the Executive's employment hereunder without prior notice upon the occurrence of any nature of the following (events allegedly constituting Cause; provided, however, that with respect to any such Cause termination being referred to as a termination for "Cause"): relying on clause (i), (ii), (v) or (vi) of the commission definition of Cause set forth in Section 1(f) hereof, to the extent that such act or acts or failure or failures to act are curable, Employee shall be given not less than ten (10) business days’ written notice by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests Board of the Company;’s intention to terminate him with 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 with Cause is based. Such termination shall be effective at the expiration of such ten (10) business day notice period; provided, however, that Employee (with counsel present) has had the opportunity to be heard by the Board with respect to such proposed termination and that, after such presentation, the majority of the Board (with Employee abstaining) votes to approve Employee’s termination for Cause and duly adopt a resolution in that regard. Such termination shall not be effective at the expiration of such ten (10) day notice period if Employee has cured such act or acts or failure or failures to act that give rise to Cause during such period. (ii) In the Executive has been convicted ofevent that the Company terminates Employee’s employment with Cause, or pleads NOLO CONTENDERE Employee shall be entitled only to the Accrued Obligations. Following such termination of Employee’s employment with respect toCause, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties except as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention 8(c)(ii), Employee shall have no further rights to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement compensation or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to benefits under this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAgreement.

Termination by the Company with Cause. The For purposes of this Agreement, the Company may terminate the Key Employee's employment during the Change-in-Control Period for Cause. In the event of such termination, the Company shall have give the right at any time Key Employee a Notice of Termination in conformity with Section 6 herein. For purposes of this Agreement, Cause shall mean: (a) the Key Employee's willful and continued failure to terminate perform substantially his/her duties with the Executive's employment hereunder without prior notice upon Company or one of its subsidiaries other than such failure resulting from disability (as hereinafter defined), as determined by the occurrence of any Chief Executive Officer of the following Company (any such termination being referred the "CEO"), after a written demand for substantial performance is delivered to as a termination for "Cause"):the Key Employee by the CEO which specifically identifies the manner in which the CEO believes that the Key Employee has not substantially performed his/her duties; or (ib) the commission Key Employee's willful engaging in illegal conduct or gross misconduct which the CEO believes is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the Key Employee's part, shall be considered "willful" unless it is done, or omitted to be done, by the Executive of any deliberate and premeditated act taken by the Executive Key Employee in bad faith against or without reasonable belief that his/her action or omission was in the best interests of the Company; (ii) . Any act or failure to act, based on authority given pursuant to a resolution duly adopted by the Executive has been convicted of, Board or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of on the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction instructions of the CEO or a senior officer of the Company or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Key Employee in good faith and in the best interests of the Company. The termination of the Key Employee's employment shall not be deemed to be for Cause unless and until there shall have been delivered to him/her a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Key Employee and the Key Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, provided such failure or refusal continues after thirty (30) days the Key Employee is guilty of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlconduct described above.

Termination by the Company with Cause. (a) This Agreement and the Executive’s employment with the Company may be terminated by the Company with Cause, provided the following process is followed: (i) The Company shall have will provide the right at any time Executive with 30 days’ written notice of the Company’s intent to terminate the Executive's ’s employment hereunder without prior with Cause (the “Cause Notice”), such notice upon to detail the occurrence of any particular grounds on which the proposed termination is based; (ii) The Executive will have 30 days following receipt of the Cause Notice to cure the Executive’s misconduct, to the extent such misconduct is curable; (iii) The Executive will have 10 business days following receipt of the Cause Notice to request, in writing, a hearing with the Board; such hearing to be held within 15 days following receipt of such request; and the Board will consider in good faith all evidence produced by the Executive during such hearing; (any iv) If, within 5 days following the hearing with the Board, the Company provides the Executive with written confirmation of the Executive’s termination on the basis of the Cause Notice, this Agreement and the Executive’s employment will be terminated with Cause on the date set out in such termination being referred to as a termination for "written confirmation. (b) In the event this Agreement and the Executive’s employment is terminated with Cause"):: (i) the commission by Executive will be entitled to any earned but unpaid Base Salary through the Executive date of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Companytermination; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, will be entitled to any felony, or earned Annual Bonus for the most recent fiscal year ended prior to the date of any lesser crime or offense having termination that remains unpaid as its predicate element fraud, dishonesty or misappropriation of the property date of the Company;termination; and, (iii) the habitual drug addiction or intoxication of Executive will be entitled to any benefits due to the Executive which negatively impacts his job performance under any employee benefit plan and any payments due to Executive under any Company policy, program, arrangement, or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Boardagreement including, provided such failure or refusal continues after thirty (30) days of the receipt of notice without limitation, reimbursement for previously incurred expenses in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of accordance with the terms of this Agreement such plans, policies, programs, arrangements or any other agreement between agreements, through the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive date of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controltermination.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) ): the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company that causes or is reasonably anticipated to cause material harm to the Company; (ii) the ; Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes or is reasonably anticipated to cause material harm to the Company; (iii) ; the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Companycompany-required drug test; (iv) ; the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the or Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- performance based restricted stock option unit or restricted stock award agreements (individually, the "Stock Agreement" and collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.. 

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act acts taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the President, the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the President, the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in any other agreements between the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to thereinparties, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felonycrime (felony or less), the circumstances of which substantially relate to the circumstances, duties or responsibilities of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of Executive’s position with the Company; (iii) the habitual drug addiction current use of illegal drugs, misuse of legal drugs, or intoxication of Executive in the Executive which negatively impacts workplace or while performing his job performance duties or responsibilities associated with his position, the Executive's ’s failure of a Company-required related drug test, or the violation of any Company drug policy; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO (provided such direction does not violate applicable law or the BoardCompany policy), provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- performance based restricted stock option unit or restricted stock award agreements (individually, the "Stock Agreement" and collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's time-’s time based or performance- performance based stock option or restricted stock agreements (collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to immediately terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the CompanyCompany or the Executive engages in conduct that discriminates against or harasses any employee or other person providing services to the Company on the basis of any protected class such that it would harm the reputation of the Company or its affiliates if the Executive was retained as an employee, as determined by the Company in good faith after a reasonable inquiry; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO CEO, the Board and or the Boardcommittees thereof, provided (to the extent curable) such failure or refusal continues after thirty ten (3010) calendar days of the receipt of notice in writing from the CEO Board or the Board Compensation Committee of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty ten (3010) day period, provided that in no event shall the Company be required to provide more than one such notice or cure period (to the extent a cure period is applicable) within any 12 month period; or (v) the Executive materially breaches any of the terms of this Agreement or Agreement, any other agreement between the Executive and the Company or the Company’s polices, which breach (to the extent curable) is not cured within thirty ten (3010) calendar days subsequent to after notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty ten (3010) day period, provided that in no event shall the Company be required to provide more than one such notice or cure period (to the extent a cure period is applicable) within any 12 month period. If the such definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- performance-based restricted stock option unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company Company, pursuant to the direction of the Board, shall have the right at any time to terminate the Executive's ’s employment hereunder without prior hereunder, upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the CompanyParent, the Company or their controlled affiliates that causes or is reasonably anticipated to cause material harm to the Parent, the Company or their controlled affiliates; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, felony or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the CompanyParent, the Company or their controlled affiliates that causes or is reasonably anticipated to cause material harm to the Parent, the Company or their controlled affiliates; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance performance, or the Executive's ’s failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or Board that are consistent with the Boardterms of this Agreement, provided such failure or refusal continues after thirty (30) calendar days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company and/or the Parent, which breach is not cured within thirty (30) calendar days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) breach and indicates the Company's intention to terminate the Executive's employment hereunder if 4 If such breach is not cured within such thirty (30) day period. If the definition of termination for "“Cause" ” set forth above conflicts or differs with such definition in the Executive's ’s time-based or performance- performance-based restricted stock option unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein in this Agreement shall control.

Termination by the Company with Cause. The Company shall have the right at any time to may terminate the Executive's employment hereunder without prior notice upon the occurrence of this Agreement with Cause if any of the following (any such termination being referred to as a termination for "Cause"):events shall occur: (ia) any action or inaction by Executive that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests Board or officers of the Company, its successors or assigns, a crime involving moral turpitude; (iib) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction reasonable and lawful written instructions of the CEO or Board with respect to the Boardservices to be rendered and the manner of rendering such services by Executive, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is material and repetitive and is not remedied within such thirty (30) day period; or (v) the Executive breaches any of justified or excused either by the terms of this Agreement or any other agreement between the Executive and by actions taken by the Company which breach is not cured within thirty in violation of this Agreement, and with respect to the first two refusals Executive has been given reasonable written notice and explanation thereof and at least twenty (3020) days subsequent to notice from cure and no cure has been effected within such time period; (c) the commission or conviction of or a plea of guilty or no contest by Executive of any felony offense, or any misdemeanor offense that adversely affects Executive’s ability to carry out the obligations hereunder, during the Term; (d) any material violation by Executive of any laws or regulations to which the Company and/or Executive are subject, in each case which, in the reasonable judgment of the Board, is reasonably likely to result in, or actually results in material loss, damage or injury to the Company; (e) material breach by Executive of such breachany his obligations in Sections 7, which notice refers 8 or 9 under this Agreement; or (f) any material violation by Executive of the Company’s Code of Conduct. The Company may terminate this Agreement pursuant to this Section 4(a5 upon written notice to Executive, except for termination due to the death of Executive, which shall require no notice. Notwithstanding such a termination of this Agreement, post-employment covenants of Executive will remain intact. For purposes of this Section 5, termination of employment by reason of death or disability will be treated the same as a “with Cause” termination. “Disability,” for this purpose, shall mean Executive’s incapacity due to physical or mental illness which has caused Executive to be absent from the full-time performance of his duties with the Company for a period of six (6) consecutive months. Following a termination with Cause, Executive (or his estate) shall only be entitled to receive Base Salary and indicates benefits through the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition date of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controltermination.

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the right at Company, (vi) any time improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to terminate perform the Executive's employment hereunder without prior notice upon duties assigned or requested by the occurrence Board of Directors, or (viii) gross negligence, incompetence or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the following (any such termination being referred to as a termination for "Cause"): provisions of Sections (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of), or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv), (v) or (viii) hereof, Employee shall be provided the willful failure or refusal of the Executive opportunity to perform his duties as set forth herein or the willful failure or refusal cure such event within a reasonable time following written notice thereof and not to follow the direction of the CEO or the Board, provided such failure or refusal continues after exceed thirty (30) days of following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice in writing from the CEO or the Board of Cause of such failure or refusaldesire, which notice refers to this Section 4(a) and indicates in the Company's intention to terminate absence of such cure by Employee within the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) Cure Period Employee shall be deemed terminated upon the Executive breaches any expiration of the terms of this Agreement or any other agreement between Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the Executive and foregoing, Employee shall not be provided the Company which breach is not cured within thirty (30) days subsequent to notice from the Company opportunity pursuant to the Executive of such breachforegoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three-month period which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty constitute Cause (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements"absence of cure) or any agreements referred to therein, the definition set forth herein shall controlhereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. (i) The Company shall have the right may terminate Employee's employment at any time with Cause, effective upon Employee's receipt of written notice of such termination; provided, however, that (x) with respect to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such Cause termination being referred to as a termination for "Cause"): relying on clause (i) of the commission definition of Cause set forth in Section 1(f) hereof, to the extent that such act or acts or failure or failures to act are curable, Employee shall be given not less than five (5) business days' written notice by the Executive Board of its intention to terminate him with Cause, or (y) with respect to any deliberate and premeditated Cause termination relying on clause (ii), (vi), or (vii) of the definition of Cause set forth in Section 1(f) hereof, to the extent that such act taken or acts or failure or failures to act are curable, Employee shall be given not less than ten (10) business days' written notice by the Executive Board of its intention to terminate him with Cause, and with respect to each of clauses (x) and (y) hereof such notice to state in bad faith against detail the interests particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such five (5) business day or ten (10) business day notice period, as the Company;case may be under clause (x) or (y) respectively, unless Employee has fully cured such act or acts or failure or failures to act that give rise to Cause during such period. (ii) In the Executive has been convicted ofevent that the Company terminates Employee's employment with Cause, or pleads NOLO CONTENDERE he shall be entitled only to the Accrued Obligations, which amounts shall be paid as soon as practicable following Employee's termination. Following such termination of Employee's employment with respect toCause, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties except as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention 8(c)(ii), Employee shall have no further rights to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement compensation or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to benefits under this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlAgreement.

Termination by the Company with Cause. The Company shall have has the right to terminate Executive's employment at any time to terminate if the Executive's employment hereunder without prior notice upon Board determines in good faith that there is "Cause" for termination. There is Cause for termination if the occurrence of Board determines in good faith that any one or more of the following (any such termination being referred to as a termination for "Cause"):have occurred: (i) Executive has been indicted or convicted of, or entered a plea of guilty or nolo contendere to, any crime (A) constituting a felony under any state or federal law or (B) involving fraud, embezzlement or an act of moral turpitude, whether or not in connection with the commission performance by the Executive of any deliberate and premeditated act taken by his or her duties or obligations to the Company (if Executive in bad faith against is charged with such a crime, the interests of Company may suspend him or her with pay until the Companycharges are resolved); (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE (A) commits an act of fraud with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property to a material aspect of the Company;'s business, even if not criminally charged, indicted, or convicted therefor; or (B) has engaged in any willful misconduct, even if not criminal in nature, that brings the Company or any of its officers, directors, subsidiaries or shareholders into public disgrace or disrepute in any material respect; or (iii) Executive has (A) been grossly negligent in the habitual drug addiction performance of his or intoxication her duties and obligations; (B) breached any obligation contained in Paragraph 7, 8 or 20 herein; or (C) breached any obligation contained in Paragraph 6 herein, but only to the extent that such breach constitutes a material violation of the one or more significant Company Policies and such policy violation is such that, under typical circumstances, immediate termination of employment would result. The Company shall give written notice to Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or determination by the Board of such failure or refusal, which that there is Cause for termination. Such notice refers to this Section 4(a) and indicates shall be given by the Company's intention most senior officer or any member of the Board. A termination for Cause is effective as of the date that notice is sent to terminate Executive, regardless of the date on which Executive receives such notice. If Executive's employment hereunder if such failure is terminated for Cause, Executive will receive no severance or refusal is not remedied within such thirty (30) day period; or (v) separation pay of any sort after the Executive breaches any effective date of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent termination, except for base salary earned with respect to notice from the Company services performed prior to the date of termination and, to the extent not previously paid, reimbursement of any expenses incurred by Executive of such breach, which notice refers to this Section 4(a) and indicates in the normal course consistent with the Company's intention to terminate Policies. Executive acknowledges and agrees that if the Company terminates Executive's employment hereunder if such breach is with Cause, Executive has continuing post-employment obligations and restrictions under this Agreement after the termination of employment, including, but not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectivelylimited to, the "Stock Option Agreements") or any agreements referred to thereinobligations and restrictions contained in Paragraphs 7, the definition set forth herein shall control8 and 20 of this Agreement.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"): ”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; Company which causes, or is reasonably anticipated to cause, material harm to the Company or its reputation; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company that causes, or is reasonably anticipated to cause, material harm to the Company; ; (iii) the habitual drug addiction of the Executive, or habitual intoxication of the Executive Executive, which negatively impacts his job performance performance, or the Executive's ’s failure of a Companycompany-required drug test; ; (iv) the willful failure or refusal of the Executive to (A) perform his duties as set forth herein or the willful failure or refusal to (B) follow the direction of the CEO or the Board, provided such the failure or refusal continues after thirty fifteen (3015) days of the receipt of notice in writing from the CEO or the Board of such the failure or refusal, which notice refers to this Section 4(a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty fifteen (3015) day period; or or (v) the Executive materially breaches any of the terms of this Agreement or any other material written agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates states the Company's intention ’s intent to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the a definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's time-’s time based or performance- performance based stock option or restricted stock agreements (collectively, the "4 “Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.. (b)

Termination by the Company with Cause. The Company may terminate Employee’s employment with “Cause” as hereafter defined in this section upon written notice. “Cause” shall mean Employee’s: (i) conviction of, or indictment for, criminal negligence or criminal acts in the work place or conviction of a felony, (ii) violation of the Company’s material policies or procedures that have been made known to Employee, or violation by Employee on Company premises of any law or material regulation, (iii) material breach or violation of this Agreement, (iv) commission of any act of theft, fraud, dishonesty, (v) appropriation of a business opportunity or transaction in contravention of Employee’s duties to the right at Company, (vi) any time improper action by Employee which has a detrimental effect on the Company’s reputation or business, (vii) failure to terminate perform the Executive's employment hereunder without prior notice upon duties assigned or requested by the occurrence Board of Directors, or (viii) gross negligence, or willful misconduct by Employee in the performance of Employee’s duties. In the event that Employee is terminated with “Cause,” Employee shall only be entitled to the payment of Employee’s then-current accrued, unpaid Compensation and accrued unused vacation, each prorated through the date of termination. In the case of an event of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any such events of Cause arising from breach of any of the following (any such termination being referred to as a termination for "Cause"): provisions of Sections (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of), or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv), (v) or (viii) hereof, Employee shall be provided the willful failure or refusal of the Executive opportunity to perform his duties as set forth herein or the willful failure or refusal cure such event within a reasonable time following written notice thereof and not to follow the direction of the CEO or the Board, provided such failure or refusal continues after exceed thirty (30) days of following such notice (the “Cure Period”), and if the Employee desires to effect a cure to same then Employee shall provide the Company with written notice within five business days following receipt of notice in writing from the CEO or the Board of Cause of such failure or refusaldesire, which notice refers to this Section 4(a) and indicates in the Company's intention to terminate absence of such cure by Employee within the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) Cure Period Employee shall be deemed terminated upon the Executive breaches any expiration of the terms of this Agreement or any other agreement between Cure Period unless otherwise mutually agreed in writing. However, notwithstanding the Executive and foregoing, Employee shall not be provided the Company which breach is not cured within thirty (30) days subsequent to notice from the Company opportunity pursuant to the Executive of such breachforegoing sentence to cure Employee’s repeated or persistent actions, failures or omissions occurring within a three-month period which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty constitute Cause (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements"absence of cure) or any agreements referred to therein, the definition set forth herein shall controlhereunder and which would otherwise be curable but for such reoccurrence.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the such definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-time based or performance- performance based stock option or restricted stock agreements (collectively, the "Stock Option Agreements") ), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right to terminate Executive's employment at any time with Cause by providing a Notice of Termination to terminate Executive in accordance with Section 7(g) not more than sixty (60) days after the ExecutiveCompany's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean: (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; habitual drug or alcohol use which impairs Executive's ability to perform his or her duties hereunder; (ii) Executive's conviction during the Executive has been convicted ofTerm by a court of competent jurisdiction, or pleads NOLO CONTENDERE with respect to, any felony, a pleading of "no contest" or guilty to an arrestable criminal offense resulting in the imposition of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; a custodial sentence; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the habitual drug addiction Company or intoxication Holdings, which acts are materially harmful to, either financially, or to the business reputation of the Executive which negatively impacts his job performance Company or the Executive's failure of a Company-required drug test; Holdings; (iv) the Executive's willful failure or refusal breach of the Executive to perform his duties as set forth herein or the Section 10 hereof; (v) Executive's willful and continued failure or refusal to follow the direction of the CEO or the Board, provided perform his material duties hereunder (other than such failure caused by Executive's Disability), after a written demand for performance is delivered to Executive by the Company that specifically identifies the manner in which the Company believes that Executive has failed or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusalrefused to perform his duties, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured cured, if curable, within thirty (30) days subsequent to after written notice from the Company to the thereof; or (vi) Executive otherwise breaches any material provision of such breach, this Agreement which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured cured, if curable, within such thirty (30) day perioddays after written notice thereof. If No act or failure to act on the definition part of termination for Executive shall be deemed "Causeintentional" set forth above conflicts with such definition if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Executive's time-based or performance- based stock option agreements (collectively, best interest of the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlCompany and Holdings.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction current use of illegal drugs, misuse of legal drugs, or intoxication of Executive in the Executive which negatively impacts workplace or while performing his job performance duties or responsibilities associated with his position, the Executive's ’s failure of a Company-required related drug test, or the violation of any Company drug policy; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by conviction of the Executive for any crime involving embezzlement of any funds or other proven deliberate and premeditated act taken by of dishonesty that is demonstrably and materially injurious to the Executive in bad faith against the financial or business interests of the Company; (ii) the conviction by the Executive has been convicted of, or pleads NOLO CONTENDERE with respect the pleading by the Executive of nolo contendere to, any a felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company;; or (iii) the habitual drug addiction or intoxication of willful breach by the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the material terms of this Agreement or any other agreement between the Executive and the Company Agreement, which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of specifying such breach, which notice refers provided, that no act or failure to this Section 4(a) act shall be considered willful unless done or omitted to be done in bad faith and indicates without reasonable belief that the action or omission was in the best interests of the Company's intention , and, provided, further, that no termination of the Executive for Cause shall occur until (x) there shall have been delivered to terminate the Executive a copy of the written resolution adopted by two thirds of the Board (excluding Executive for purposes of determining this approval) in good faith at a duly called meeting thereof setting forth that the Executive was guilty of the conduct set forth in any such clause and specifying the particulars thereof in detail and (y) the Executive shall have been provided an opportunity to be heard by the Board at such meeting with 45 days' advance written notice thereof. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after notice of termination is given by the Company shall constitute Cause for purposes of this Agreement. The Executive shall be entitled to the assistance of his counsel (at the expense of the Company) in contesting or otherwise disputing in good faith any allegation or finding of such conduct in any Board meeting or any subsequent judicial or other proceeding instigated by the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") Company, or any agreements referred third party. Under no circumstances shall the Executive be obligated to therein, pay or reimburse the definition set forth herein shall controlCompany for any attorneys' fees and expenses incurred by the Company.

Termination by the Company with Cause. The Company shall have the right at any time to terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of the Executive has been convicted of, or pleads nolo contendere with respect to any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the BoardCEO, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive materially breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the right at any time to immediately terminate the Executive's ’s employment hereunder without prior upon written notice upon the occurrence of any of the following (any such termination being referred to as a termination for "“Cause"”): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the CompanyCompany or the Executive engages in conduct that discriminates against or harasses any employee or other person providing services to the Company on the basis of any protected class such that it would harm the reputation of the Company or its affiliates if the Executive was retained as an employee, as determined by the Company in good faith after a reasonable inquiry; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE nolo contendere with respect to, to any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's ’s failure of a Companycompany-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO CEO, the Board and or the Boardcommittees thereof, provided (to the extent curable) such failure or refusal continues after thirty ten (3010) calendar days of the receipt of notice in writing from the CEO Board or the Board Compensation Committee of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such failure or refusal is not remedied within such thirty ten (3010) day period, provided that in no event shall the Company be required to provide more than one such notice or cure period (to the extent a cure period is applicable) within any 12 month period; or (v) the Executive materially breaches any of the terms of this Agreement or Agreement, any other agreement between the Executive and the Company or the Company’s polices, which breach (to the extent curable) is not cured within thirty ten (3010) calendar days subsequent to after notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's ’s intention to terminate the Executive's ’s employment hereunder if such breach is not cured within such thirty ten (3010) day period, provided that in no event shall the Company be required to provide more than one such notice or cure period (to the extent a cure period is applicable) within any 12 month period. If the such definition of termination for "“Cause" ” set forth above conflicts with such definition in the Executive's ’s time-based or performance- performance based restricted stock option unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the "“Stock Option Agreements") ”), or any agreements referred to therein, the definition set forth herein shall control.

Termination by the Company with Cause. The Company shall have the ---------------------------------------- right to terminate Executive's employment at any time with "Cause" by providing a Notice of Termination to terminate Executive not more than thirty (30) days after the ExecutiveBoard's employment hereunder without prior notice upon the occurrence of any actual knowledge of the following (any Cause event, and such termination being referred shall not be deemed to as be a termination for breach of this Agreement. For purposes of this Agreement, "Cause"): " shall mean (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication alcohol use which impairs the ability of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein hereunder; (ii) Executive's conviction during the Term by a court of competent jurisdiction, or a pleading of "no contest" or guilty to a felony or the equivalent if outside the United States; (iii) Executive's engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company; (iv) Executive's willful violation of Article IV hereof; (v) Executive's willful failure or refusal to follow perform his duties hereunder (other than such failure caused by Executive's Disability or while on vacation), after a written demand for performance is delivered to Executive by the direction Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties, or (vi) Executive otherwise breaches any material provision this Agreement which is not cured, if curable, within 30 days after written notice thereof. Executive will be given the opportunity within five (5) calendar days of receipt of such notice to meet with the Board to defend such act or acts or failure to act. No act or failure to act by Executive shall be deemed "willful" unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the CEO Company. However, acts or failures to act will be deemed to be "willful" if Executive is specifically directed to take (or not take) such action by the Board, provided unless Executive in good faith believes such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or directives are illegal and Executive promptly notifies the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall controlthereof.