Common use of Termination by the Company Clause in Contracts

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. The Company may terminate the Employee's employment hereunder without good cause anytime not fewer than 30 days nor more than 45 days after delivering written notice of termination to the Employee. The Company may terminate the Employee's employment hereunder for "good cause" anytime by delivery of written notice of termination. A termination for good cause under this SECTION 7.1 shall be effective upon the date set forth in a written notice of termination delivered to Employee. Good cause will be limited to the following circumstances: (a) The Employee has committed any fraud, dishonesty, misappropriation or similar act against the Company shall have or an Affiliate of the right Company; or (b) Employee is in default in a material respect in the performance of Employee's obligations, services or duties hereunder, including Employee's willfully disregarding the written or oral instructions of the Company's Chief Executive Officer concerning the conduct of his duties hereunder, Employee's conduct which is materially inconsistent with the published policies of the Company, as promulgated from time to terminate the Executivetime and which are generally applicable to all employees or senior executives, or Employee's employment at breach of any time with or without "Cause". For purposes other material provision of this Agreement, "Cause" shall mean that, prior to any termination ; or (c) Employee is grossly negligent or engages in willful misconduct in the Executive shall have committed: performance of his duties hereunder; or (id) an act of willful misconduct, fraud, embezzlement, theftEmployee has been adjudicated guilty by, or any enters a plea of guilty or no contest before, a court of competent jurisdiction of illegal activities or found by a court of competent jurisdiction to have engaged in other act constituting wrongful conduct and such illegal activities or wrongful conduct, individually or in the aggregate, has (or could be reasonably expected to have) a felony, involving moral turpitude or causing material harm, financial or otherwise, to adverse effect on the Company; (ii) a demonstrably intentional and deliberate act , its prospects, earnings or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationcondition.

Termination by the Company. (a) The Company shall have the right to may not terminate the Executive's employment under this Agreement without Cause. (b) The Company, by action of its Board, may terminate the Executive's employment under this Agreement for Cause at any time with or without "Cause"by notifying the Executive of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "Cause" shall mean that, prior to any termination means the Executive shall have committedExecutive's: (i) an act persistent and repeated refusal, failure or neglect to perform the material duties of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, his employment under this Agreement (other than as a result by reason of incapacity due to the Executive's physical or mental illnessillness or impairment), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement provided that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive such Cause shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" occur only if done, or omitted after the Company gave written notice thereof to be done, by the Executive not specifying in good faith and without reasonable belief that his action or omission was in, or not opposed to, detail the best interest of the Company. Notwithstanding the foregoingconduct constituting Cause, the Executive shall not be deemed failed to have been terminated for "Cause" hereunder unless cure and until there shall have been delivered to correct his conduct within thirty (30) days after receipt of such notice, and the Executive a copy of a resolution duly adopted by had the affirmative vote of not less than three-quarters of the Board then in office opportunity to be heard at a meeting of the Board Board; (ii) committing any act of Directors called and held for fraud or embezzlement, provided that such purpose (Cause shall be deemed to occur only after reasonable the Company gave notice thereof to the Executive specifying in reasonable detail the instances of such conduct, and an the Executive had the opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion at a meeting of the Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement or of such other subsequent agreements entered into during the Employment Period that results in a detriment to the Company, provided the Company gave notice thereof to the Executive specifying in reasonable detail each such alleged breach, and the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right opportunity to be heard at a meeting of the Executive Board; (iv) conviction of a felony (including pleading guilty to a felony); or his beneficiaries to contest the validity (v) habitual abuse of alcohol or propriety of any such determinationdrugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's Employee’s employment at any time with or without "Cause". For purposes of this Agreement, "the term “Cause" shall mean that, prior to any termination the Executive shall have committed: ” means (i) an act Employee’s conviction of, or plea of willful misconductguilty or nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company or its affiliates or involving acts of theft, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Companysimilar conduct; (ii) Employee’s repeated intoxication by alcohol or drugs during the performance of Employee’s duties in a demonstrably intentional manner that materially and deliberate act or failure to act, including a gross neglect adversely affects Employee’s performance of such duties; (iii) malfeasance in the conduct of Employee’s duties, including, but not limited to, (other than as a result A) willful and intentional misuse or diversion of incapacity due to physical funds or mental illness)assets of the Company or its affiliates, which is committed in bad faith by the Executive(B) embezzlement, which causes or can be expected to cause (C) fraudulent or willful and material financial injury misrepresentations or concealments on any written reports submitted to the CompanyCompany or its affiliates; (iv) Employee’s material violation of any provision of a material written agreement between Employee and the Company that remains uncured for a period of 30 days after notice thereof; or (iiiv) an intentional and Employee’s material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on perform the part duties of Employee’s employment or material failure to follow or comply with the reasonable and lawful written directives of the Executive shall be deemed "intentional" if it was due primarily to an error Board or Employee’s supervisor or superior, in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there either case after Employee shall have been delivered to the Executive informed, in writing, of such material failure and given a copy of a resolution duly adopted by the affirmative vote period of not less than three-quarters 60 days to remedy same. Prior to any termination for Cause, the Company shall be entitled to suspend Employee with pay and terminate all access to the premises and databases of the Board then in office at a meeting Company during any investigation of any of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationcircumstances described above.

Termination by the Company. (a) The Company shall have may terminate Executive’s employment with the right to terminate the Executive's employment at any time Company with or without "Cause". For purposes of this Agreement, "“Cause" ” shall mean thatthe following events or conditions, prior to any termination as determined by the Executive shall have committedBoard in its reasonable judgment: (ia) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, failure by Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, substantially perform Executive’s duties hereunder (other than as a result of incapacity any such breach or failure due to Executive’s physical or mental illness), which is committed in bad faith by ) and the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach continuance of this Agreement that is not cured by the Executive within such failure for more than 30 days after following Executive’s receipt of written notice from the President Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (b) any failure by Executive to cooperate, if reasonably requested by the Company, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry and Chief Executive Officer specifying the breach and requesting a cure. For purposes continuance of this Agreementsuch failure for more than 30 days following Executive’s receipt of written notice from the Company, no actwhich notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (c) Executive’s engaging in fraud, willful misconduct, or dishonesty that has caused or is reasonably expected to result in material injury to the Company or any of its affiliates; (d) any material breach by Executive of any fiduciary duty owed to the Company or any of its affiliates; (e) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or (f) any material breach by Executive of any of Executive’s obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates and the continuance of such failure to actfor more than 30 days following Executive’s receipt of written notice from the Company, on which notice shall set forth in reasonable detail the part facts or circumstances constituting such failure. A termination for Cause shall include a reasonable determination by the Company following the termination of the 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, Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated Company for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) 4.3.1 The Company (i) shall have the right "cause" to terminate the ExecutiveEmployee's employment at any time with or without "Cause". For purposes hereunder upon the Employee (A) being convicted of this Agreement, "Cause" shall mean that, prior to any termination a crime involving the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, Company (other than as a result pursuant to actions taken at the direction or with the approval of incapacity due to physical or mental illnessthe Board), which is committed in bad faith (B) being found by the Executive, which causes or can be expected to cause material financial injury to reasonable determination of the Company; , made in good faith, to have engaged in (1) willful misconduct which has a material adverse effect on the Company, (2) willful or gross neglect which has a material adverse effect on the Company, (3) fraud, (4) misappropriation or (iii5) an intentional embezzlement in the performance of his duties hereunder or (C) having breached in any material respect the material terms and material breach provisions of this Agreement that is not cured by the Executive and failed to cure such breach within 30 15 days after following written notice from the President and Chief Executive Officer Company specifying the such breach and requesting a cure. For purposes (ii) may terminate the Employee's employment on written notice given to the Employee at any time following the occurrence of this Agreement, no act, or failure to act, on the part any of the Executive shall be deemed "intentional" if it was due primarily events described in clauses (i)(A) and (i)(B) above and on written notice given to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive Employee at any time not in good faith and without reasonable belief that his action or omission was in, or not opposed to, less than 60 days following the best interest occurrence of any of the Companyevents described in clause (i)(C) above. Notwithstanding However, in no event shall the foregoing, the Executive shall not Employee's employment be deemed considered to have been terminated for "Causecause" hereunder unless and until there shall have been delivered to the Executive Employee receives a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed Employee is guilty of acts or omissions constituting "cause," which resolution has been duly adopted by an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right affirmative vote of a majority of the Executive or his beneficiaries Board, excluding the Employee and any individual alleged to contest have participated in the validity or propriety acts constituting "cause." Any such vote shall be taken at a meeting of any the Board called and held for such determinationpurpose, after reasonable written notice is provided to the Employee setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for "cause" and the Employee is given an opportunity, together with counsel, to be heard before the Board. In the event the Employee's employment is terminated by the Company for "cause", the Employee shall be entitled to continue to receive Base Salary accrued but unpaid and expenses incurred but not repaid to the Employee, in each case only until the effective date of such termination. 4.3.2 In the event the Employee's employment is terminated by the Company other than for "cause", the Employee shall be entitled to (i) Severance and Acceleration Payment immediately upon termination and (ii) Severance Benefits for each year during the Severance Benefits Term (as such capitalized terms are defined in Section 4.4 below).

Termination by the Company. (a) The Company shall have the right to may terminate the -------------------------- Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder upon (A) the engaging by the Executive shall have committed: in willful misconduct that is materially injurious to the Company, (iB) an act the embezzlement or misappropriation of willful misconduct, fraud, embezzlement, theft, funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony or (C) the failure or refusal by the Executive to devote his full business time and attention (as described in Section 3(b) of this Agreement) to the performance of his duties and responsibilities hereunder or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith breach by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgement of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. (ai) The Company may terminate the Executive's employment hereunder for Cause. Prior to the date of a Change in Control, the Company shall be deemed to have the right Cause to terminate the Executive's employment at any time with hereunder only upon the Executive's (A) continued failure to perform and discharge the duties or without "Cause". For purposes obligations of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, thefthis office, or any such other act constituting a felonyduties as may from time to time be assigned to him by the Chief Executive Officer or by the Board of Directors, involving moral turpitude or causing material harmfaithfully, financial or otherwisediligently, to the best of his abilities, and in accordance with standards accepted in the electric utility industry, after written notice by the Board of Directors of the Company specifying the alleged failure in reasonably detailed terms and including in said notice the opinion of a majority of the entire membership of said Board of Directors that there has been such failure, or (B) willful misconduct that is materially and demonstrably injurious to the Company; , or (iiC) conviction of a demonstrably intentional felony involving the personal dishonesty or moral turpitude of the Executive (unless such conviction is reversed in any final appeal therefrom), or (D) total and deliberate act permanent physical or failure to actmental disability, including or (E) absence from work on a gross neglect in dutiesfull-time basis, (other than as a result of incapacity due to physical or mental illness), which is committed for an uninterrupted 365-day period. On and after the date of a Change in bad faith by Control, the Company shall be deemed to have Cause to terminate the Executive, which causes 's employment hereunder only upon the Executive's (F) conviction of a felony involving the personal dishonesty or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part moral turpitude of the Executive shall be deemed "intentional" if it was due primarily to an error (unless such conviction is reversed in judgment or negligence, but shall be deemed "intentional" only if doneany final appeal therefrom), or omitted to be done, by the Executive not in good faith (G) total and without reasonable belief that his action permanent physical or omission was inmental disability, or not opposed to(H) absence from work on a full-time basis, the best interest of the Companydue to physical or mental illness, for an uninterrupted 365-day period. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive (I) a copy of a resolution resolution, duly adopted by the affirmative vote of not less than three-quarters a majority of the entire membership of the Board then in office of Directors of the Company, at a meeting of the said Board of Directors called and held for such the purpose (after reasonable notice to the Executive and an opportunity for the Executivehim, together with his counsel, to be heard before the Boardsaid Board of Directors), finding that, in the good faith opinion of the Boardsuch majority of said Board of Directors, the Executive had committed was guilty of conduct described in an act set forth above applicable clause of this Section (5)(b)(i), and specifying the particulars thereof thereof, or that the events described in detail. Nothing herein shall limit the right an applicable clause of this Section (5)(b)(i) have occurred, and (II) an affidavit of the Executive Secretary or his beneficiaries an Assistant Secretary of the Company stating that such resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company; and (III) delivery of a Notice of Termination pursuant to contest the validity or propriety of any such determinationSection (5)(d) hereof.

Termination by the Company. The Company may terminate the Executive’s employment hereunder (ai) The for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the purposes of this Agreement, the Company shall have the right “Cause” to terminate the Executive's ’s employment at hereunder upon (A) the engaging by the Executive in gross negligence or wilful misconduct that is demonstrably injurious to the Company or any time of its subsidiaries, or (B) wilful and intentional failure to comply in all material respects with the direction of the Company, or without "Cause"(C) the wilful and intentional material breach of this Employment Agreement; provided in each case that the Board shall have first provided the Executive with written notice identifying the act or acts or failure or failures to act or comply said to constitute Cause within 90 days after the occurrence of such act or failure to act or comply, or within 90 days of when the Company should have been reasonably expected to know of such occurrence, and the Executive shall have failed to cure the deficiency within 30 days after receipt of such notice, and the Company terminates Executive’s employment within 60 days following the expiration of the cure period in the event the deficiency is not cured; or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if considered “wilful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his said action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time with or without "Cause by giving written Notice of Termination (as defined below) to Executive. Termination by the Company of Executive’s employment for “Cause". For purposes of this Agreement, "Cause" ” shall mean that, prior to any termination the Executive shall have committed: (i) an act of upon the willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, and continued failure by Executive to substantially perform Executive’s duties with the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, Company (other than as a result of any such failure resulting from Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that Executive has not substantially performed Executive’s duties, and Executive is given a reasonable opportunity to remedy such identified failure to perform, or (ii) the willful engaging by Executive in conduct which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury demonstrably and materially injurious to the Company; , monetarily or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cureotherwise. For purposes of this Agreementsubsection, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his Executive’s action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his Executive’s counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Board Executive had committed an act was guilty of conduct set forth above in this subsection and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment under this Agreement at any time with or without "Cause"Cause (as defined below). For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive Company shall have committed“Cause” to terminate the Executive’s employment under this Agreement by reason of any of the following which is materially and demonstrably injurious to the interest, property, operations, business or reputation of the Company or its affiliates: (ia) an act the Executive’s theft or embezzlement, or attempted theft or embezzlement, of willful misconduct, money or property of the Company or its affiliates; (b) the Executive’s intentional perpetration or attempted perpetration of fraud, embezzlementor participation in a fraud or attempted fraud, thefton the Company or its affiliates; (c) the Executive’s willful and intentional material misconduct in performance of his duties or gross negligence of his duties (other than due to the Executive’s Disability), including an intentional failure to follow any applicable Company policies or any other act constituting directives; (d) the Executive’s conviction of or plea of guilty or nolo contendere to a felony, misdemeanor involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Companyany felony; or (iiie) an the Executive’s willful and intentional and material breach of this Agreement that is not cured by Agreement, including the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a curerestrictive covenants set forth in Section 8. For purposes of this AgreementSection 5.2, no act, act or failure to act, act on the part of the Executive shall be deemed "intentional" if considered “willful” unless it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if is done, or omitted to be done, by the Executive not in good bad faith and or without reasonable belief that his the Executive’s action or omission was in, or not opposed to, in the best interest interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding thatIf, in the reasonable, good faith opinion judgment of the Board, the act or omission that would otherwise constitute “Cause” hereunder is reasonably susceptible to cure, the Executive had committed an shall have thirty (30) days from his receipt of written notice from the Company describing such act set forth above and specifying or omission to effect the particulars thereof in detail. Nothing herein shall limit cure of such circumstances to the right good faith satisfaction of the Executive Board. If, in the reasonable, good faith judgment of the Board, the act or his beneficiaries omission that would otherwise constitute “Cause” hereunder is not reasonably susceptible to contest the validity cure, or propriety of any such determinationcircumstances have not been satisfactorily cured within such thirty (30)-day cure period, such act or omission will thereupon constitute “Cause” hereunder.

Termination by the Company. (a) The Company shall have During the right to terminate Employment Period, the Executive's employment at may be terminated by the Company under any time of the following circumstances: (i) upon the inability of the Executive to perform the essential functions of his position with or without reasonable accommodation, which inability continues for a consecutive period of 120 days or longer or an aggregate period of 180 days or longer ("Incapacity"), in either instance during the Employment Period; (ii) for "Cause," defined as (A) any willful or grossly negligent conduct by Executive that demonstrably and materially injures the Company; (B) any act by the Executive of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any subsidiary; (C) the Executive being convicted of, confessing to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe the Executive has engaged in, a felony or any crime involving dishonesty or moral turpitude; (D) the Executive's intentional and repeated violation of the written policies or procedures of the Company; (E) the Executive violating any provision of Section 5 of this Agreement; or (F) the Executive's willful and continued failure for a significant period of time to perform Executive's duties; and (iii) for any other reason (a termination without "Cause"). For purposes of this Agreement, "Cause" The Company shall mean that, prior to any termination give the Executive shall have committed: notice of termination specifying which of the foregoing provisions is applicable and (in the case of clause (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii)) a demonstrably intentional the factual basis therefor, and deliberate act or failure the termination shall be effective upon the 30th day after such notice is given (hereinafter, the date on which the Executive ceases to actbe an employee of the Company for any reason (including, including a gross neglect in dutieswithout limitation, (other than as a result by action of incapacity due to physical or mental illnessthe Executive), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, whether or not opposed toduring the Employment Period, is referred to as the best interest "Date of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Termination"Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) i. The Company shall have the right to Company, by action of its Board, may terminate the Executive's employment Employment under this Agreement without Cause (as defined in herein below) at any time with or without "Cause"by giving notice thereof to the Executive at least sixty (60) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of Employment. ii. The Company, by action of its Board, may terminate the Executive's Employment under this Agreement for Cause at any time by notifying the Executive of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of Employment. "Cause" shall mean that, prior to any termination means the Executive shall have committedExecutive's: (i) an persistent and repeated refusal, failure or neglect to perform the material duties of his Employment under this Agreement, provided that such Cause shall be deemed to occur only after the Company gave notice thereof to the Executive specifying in reasonable detail the conduct constituting Cause, and the Executive failed to cure and correct his conduct within thirty (30) days after such notice; (ii) committing any act of willful misconduct, fraud, fraud or embezzlement, theftprovided that such Cause shall be deemed to occur only after the Company gave notice thereof to the Executive specifying in reasonable detail the instances of such conduct, and the Executive had the opportunity to be heard at a meeting of the Board; (iii) breach of the Employee Non-Disclosure and Non-Competition Agreement or any of such other act constituting subsequent agreements entered into during the Employment Period that results in a felony, involving moral turpitude or causing material harm, financial or otherwise, detriment to the Company; (iiiv) conviction of a demonstrably intentional and deliberate act or failure felony (including pleading guilty to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illnessfelony), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiiv) an intentional and material breach habitual abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. (a) The Company shall have the right to Company, by action of its Board, may terminate the ExecutiveEmployee's employment under this Agreement without Cause (as defined in herein below) at any time with or without "Cause"by giving notice thereof to Employees at least sixty (60) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment. (b) The Company, by action of its Board, may terminate Employee's employment under this Agreement for Cause at any time by notifying Employee of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "Cause" shall mean that, prior to any termination the Executive shall have committedmeans Employee's: (i) an persistent and repeated refusal, failure or neglect to perform the material duties of his employment under this Agreement (other than by reason of Employee's physical or mental illness or impairment), provided that such Cause shall be deemed to occur only after the Company gave notice thereof to Employee specifying in reasonable detail the conduct constituting Cause, and Employee failed to cure and correct his conduct within thirty (30) days after such notice; (ii) committing any act of willful misconduct, fraud, fraud or embezzlement, theftprovided that such Cause shall be deemed to occur only after the Company gave notice thereof to Employee specifying in reasonable detail the instances of such conduct, and Employee had the opportunity to be heard at a meeting of the Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement or any of such other act constituting subsequent agreements entered into during the Employment Period that results in a felony, involving moral turpitude or causing material harm, financial or otherwise, detriment to the Company; (iiiv) conviction of a demonstrably intentional and deliberate act or failure felony (including pleading guilty to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illnessfelony), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiiv) an intentional and material breach habitual abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder upon (A) the engaging by the Executive shall have committed: in willful misconduct that is materially injurious to the Company, (iB) an act the embezzlement or misappropriation of willful misconduct, fraud, embezzlement, theft, funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony or (C) the failure or refusal by the Executive to devote his full business time and attention (as described in Section 3(b) of this Agreement) to the performance of his duties and responsibilities hereunder or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith breach by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgment of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive fails to perform the Executive’s duties hereunder for a period of seven (7) months during the Term and is unable to provide the Company shall have with a note from the right Executive’s treating physician that provides for a definite and reasonable return to work date, the Company may terminate the Executive's ’s employment at any time with or without "Cause"hereunder. (c) The Company may terminate the Executive’s employment hereunder for “cause” (as hereinafter defined). For purposes of this Agreement, "Cause" “cause” shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive’s duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days’ prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive’s act of fraud or failure to act, dishonesty in the performance of the Executive’s job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, ’s use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (a) The Company shall have the right to may terminate this Agreement and the Executive's ’s employment by the Company upon notice to the Executive (or Executive’s personal representative): (i) at any time with and for any reason; (ii) upon the death of the Executive, in which case this Agreement shall terminate immediately; provided that, such termination shall not prejudice any benefits payable to the Executive’s spouse or without "Cause"beneficiaries which are fully vested as of the date of death; (iii) if the Executive is “permanently disabled” (as defined herein), in which case this Agreement shall terminate immediately; provided that, such termination shall not prejudice any benefits payable to the Executive, the Executive’s spouse or beneficiaries which are fully vested as of the date of the termination of this Agreement. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed "intentional" if considered “permanently disabled” when a qualified medical doctor mutually acceptable to the Company and the Executive or the Executive’s personal representative shall have certified in writing that: (A) the Executive is unable, because of a medically determinable physical or mental disability, to perform substantially all of the Executive’s duties, with or without a reasonable accommodation, for more than one hundred and eighty (180) calendar days measured from the last full day of work; or (B) by reason of mental or physical disability, it is unlikely that the Executive will be able, within one hundred and eighty (180) calendar days, to resume substantially all business duties and responsibilities in which the Executive was due primarily to an error in judgment previously engaged and otherwise discharge the Executive’s duties under this Agreement; (iv) upon the liquidation, dissolution or negligence, but shall be deemed "intentional" only if done, or omitted to be done, discontinuance of business by the Executive Company in any manner or the filing of any petition by or against the Company under any federal or state bankruptcy or insolvency laws, which petition shall not in good faith and without reasonable belief that his action be dismissed within sixty (60) days after filing; provided that, such termination shall not prejudice the Executive’s rights as a stockholder or omission was in, or not opposed to, the best interest a creditor of the Company; or (v) for cause" (as defined herein). Notwithstanding the foregoing, the Executive “For cause” shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted determined by the affirmative Board by a majority vote of not less than three-quarters of without the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right participation of the Executive or his beneficiaries to contest the validity or propriety of any in such determination.vote and shall mean:

Termination by the Company. Employee’s employment may be terminated by the Company during the term of this Agreement only as follows: i. At any time without cause upon 90 days prior written notice to Employee; ii. In connection with the expiration of the then-current term of this Agreement with written notice to Employee at least 90 days prior to such expiration date; and iii. At any time without prior written notice to Employee for “Cause”. Termination for Cause shall be defined as any of the following from and after the Effective Date: (a) Any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company or that continues after written notice; (b) Willful failure to perform or gross negligence in connection with the performance of Employee’s duties; (c) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, engaging by Employee in conduct involving moral turpitude or causing that causes material harmand demonstrable injury, financial monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (d) Conviction of or entry of a plea of nolo contendere to a felony; (e) A material breach of this Agreement, including by engaging in action in violation of the restrictive covenants in this Agreement; (f) Any other conduct or activity that the Chief Executive Officer determines in good faith jeopardizes the proper conduct of the Company’s operations if such conduct or activity continues to occur after written notice; or (iig) a demonstrably intentional Death or inability to perform substantially all of the duties of the position due to illness or disability, if such inability lasts longer than ninety (90) days and deliberate cannot be alleviated by reasonable accommodation. No act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith act by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive Employee shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only “willful” if done, or omitted to be done, by the Executive not him in good faith and without with the reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate -------------------------- the Executive's employment hereunder at any time with time, whether or without "not for Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, the failure or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, refusal by the Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, perform his duties hereunder (other than as a result of any such failure resulting from the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is committed in bad faith delivered to the Executive by the ExecutiveCompany, which causes demand identifies the manner in which the Company believes that the Executive has not performed such duties, (ii) the engaging by the Executive in willful misconduct or can be expected to cause material financial injury an act of moral turpitude which is materially injurious to the Company; , monetarily or otherwise (including, but not limited to, conduct described in Section 15) or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part conviction of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if doneof, or omitted to be donethe entering of a plea of nolo contendere by, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed with respect to, the best interest of the Companya felony. Notwithstanding the foregoing, the Executive Executive's employment hereunder shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the Board then in office entire membership of the Board, other than the Executive, at a meeting of the Board of Directors called and held for such purpose at which the Executive recuses himself (after reasonable written notice to the Executive and an a reasonable opportunity for the Executive, together with his the Executive's counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationshould be terminated for Cause.

Termination by the Company. (a) 4.3.1 The Company (i) shall have the right "cause" to terminate the ExecutiveEmployee's employment at any time with or without "Cause". For purposes hereunder upon the Employee (A) being convicted of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving a crime of moral turpitude or causing material harm, financial or otherwise, to any crime involving the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, Company (other than as a result pursuant to actions taken at the direction or with the approval of incapacity due to physical or mental illnessthe Board), which is committed in bad faith (B) being found by the Executive, which causes or can be expected to cause material financial injury to reasonable determination of the Company; , made in good faith, to have engaged in (1) willful misconduct which has a material adverse effect on the Company, (2) willful or gross neglect which has a material adverse effect on the Company, (3) fraud, (4) misappropriation or (iii5) an intentional embezzlement in the performance of his duties hereunder or (C) having breached in any material respect the terms and material breach provisions of this Agreement that is not cured by the Executive and failed to cure such breach within 30 15 days after following written notice from the President and Chief Executive Officer Company specifying the such breach and requesting a cure. For purposes (ii) may terminate the Employee's employment on written notice given to the Employee at any time following the occurrence of this Agreement, no act, or failure to act, on the part any of the Executive shall be deemed "intentional" if it was due primarily events described in clauses (i)(A) and (i)(B) above and on written notice given to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive Employee at any time not in good faith and without reasonable belief that his action or omission was in, or not opposed to, less than 60 days following the best interest occurrence of any of the Companyevents described in clause (i)(C) above. Notwithstanding However, in no event shall the foregoing, the Executive shall not Employee's employment be deemed considered to have been terminated for "Causecause" hereunder unless and until there shall have been delivered to the Executive Employee receives a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed Employee is guilty of acts or omissions constituting "cause," which resolution has been duly adopted by an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right affirmative vote of a majority of the Executive or his beneficiaries Board, excluding the Employee and any individual alleged to contest have participated in the validity or propriety acts constituting "cause." Any such vote shall be taken at a meeting of any the Board called and held for such determinationpurpose, after reasonable written notice is provided to the Employee setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for "cause" and the Employee is given an opportunity, together with counsel, to be heard before the Board. In the event the Employee's employment is terminated by the Company for "cause", the Employee shall be entitled to continue to receive Base Salary accrued but unpaid and expenses incurred but not repaid to the Employee, in each case only until the effective date of such termination.

Termination by the Company. (ai) The Company shall have the right to may terminate the Executive's employment at any time with or without "this Agreement upon written notice for Cause". For purposes of this Agreementhereof, "Cause" shall mean that(A) Executive's misconduct as could reasonably be expected to have a material adverse effect on the business and affairs of the Company, prior to any termination (B) Executive's disregard of lawful instructions of the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, Board consistent with Executive's position relating to the Company; (ii) a demonstrably intentional and deliberate act business of the Company or neglect of duties or failure to act, including a gross neglect which, in dutieseach case, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can could reasonably be expected to cause have a material financial injury to adverse effect on the business and affairs of the Company; or , (iiiC) an intentional and material breach of this Agreement that is not cured engaging by the Executive within 30 days after written in conduct that constitutes activity in contravention of Section 7 of this Agreement; (D) the conviction of Executive for the commission of a felony; and/or (E) the habitual abuse of alcohol or controlled substances. Notwithstanding anything to the contrary in this Section 9(a)(i), the Company may not terminate Executive's employment under this Agreement for Cause unless Executive shall have first received notice from the President Board advising Executive of the specific acts or omissions alleged to constitute Cause, and Chief such acts or omissions continue after Executive Officer specifying shall have had a reasonable opportunity (at least 10 days from the breach date Executive receives the notice from the Board) to correct the acts or omissions so complained of. (ii) This Agreement and requesting a cure. For purposes of Executive’s employment pursuant to this Agreement, no act, or failure to act, on the part of the Executive shall may 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, terminated by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of Company on not less than three-quarters 30 days’ written notice in the event of the Board then in office at Executive’s Disability. The term “Disability” shall mean any illness, disability or incapacity of Executive which prevents him from substantially performing his regular duties for a meeting period of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executivetwo consecutive months or three months, together with his counsel, to be heard before the Board), finding thateven though not consecutive, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationtwelve month period.

Termination by the Company. The Company may terminate the Executive’s employment hereunder (ai) The for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the purposes of this Agreement, the Company shall have the right “Cause” to terminate the Executive's ’s employment at hereunder upon (A) the engaging by the Executive in gross negligence or wilful misconduct which is demonstrably injurious to the Company or any time of its subsidiaries, or (B) wilful and intentional failure to comply in all material respects with the direction of the Board, or without "Cause"(C) the wilful and intentional material breach of this Employment Agreement; provided in each case that the Board shall have first provided the Executive with written notice identifying the act or acts or failure or failures to act or comply said to constitute Cause within 90 days after the occurrence of such act or failure to act or comply or within 90 days of when the Company should have been reasonably expected to know of such occurrence, and the Executive shall have failed to cure the deficiency within 30 days after receipt of such notice, and the Board terminates Executive’s employment within 60 days following the expiration of the cure period in the event the deficiency is not cured; or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if considered “wilful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his said action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The At any time during the Term, the Company shall have the right to may terminate the Executive's employment at any time hereunder with or without "Cause"Cause (defined below) upon the vote of the Board, effective immediately upon Notice of Termination. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedmean: (i) an act Executive's material breach of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Companythis Agreement; (ii) a demonstrably intentional the willful and deliberate act or continued failure by the Executive to act, including a gross neglect in duties, substantially perform his duties hereunder (other than as any failure resulting from his disability); (iii) conviction of the Executive of a result of incapacity due to physical felony or mental illness)crime involving fraud, which is committed in bad faith by the Executivelarceny, which causes embezzlement or can be expected to cause material financial injury to the Companya crime involving moral turpitude; or (iiiiv) an any intentional act or omission by the Executive which constitutes deception, fraud, mismanagement, misrepresentation or dishonesty and material which materially damages the Company's business, goodwill or reputation; provided, however, that in the case of breaches or failures described in clause (i) or (ii) above that are capable of being cured, such conduct shall not constitute "Cause" for the purposes of this Section 4.2.3 unless (a) the Board shall have given Executive notice setting forth with specificity the breach or failure deemed to constitute Cause and Executive shall not have cured such breach or failure within thirty (30) days of such notice. Subject to Section 4.2.5 hereof, on termination of this Agreement that is not cured by the Executive within 30 days after written notice from the President pursuant to this Section 4.2.3, all of Executive's right to Compensation and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part Benefits shall automatically terminate as of the Executive shall be deemed "intentional" if it was due primarily Date of Termination except with respect to an error in judgment or negligence, any earned but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith unpaid portion of his Salary and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered Benefits to the Executive a copy Date of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationTermination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time with the Company with or without "Cause". For purposes of this Agreement, "“Cause" ” shall be determined by the Board (excluding the Executive) in the exercise of good faith and reasonable judgment and shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment perform his duties or negligence, but shall be deemed "intentional" only if done, responsibilities or omitted to be done, by follow the Executive not in good faith lawful and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting direction of the Board of Directors called and held for of USB or FUSB, as the case may be (other than any such purpose (after reasonable notice failure due to the Executive and an opportunity for Executive’s death or Disability); (ii) the Executive’s material violation of the written policies or procedures of USB or FUSB; (iii) the Executive’s engaging in fraud, together willful misconduct, dishonesty or any other knowing or willful conduct that has caused or is reasonably expected to result in material injury or reputational harm to USB, FUSB or any of their respective affiliates; (iv) any breach by the Executive of any fiduciary duty owed to USB, FUSB or any of their respective affiliates; (v) the Executive’s commission of, or entering a plea of guilty or nolo contendere to, (A) a crime that constitutes a felony in the jurisdiction involved or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (vi) any material breach by the Executive of any of his obligations under this Agreement or under any other written agreement or covenant with USB, FUSB or any of their respective affiliates; (vii) the Executive’s misappropriation, theft or embezzlement of funds or property; (viii) the Executive’s insubordination or gross negligence in connection with his counselemployment or the performance of his duties; (ix) the Executive’s knowing or intentional failure or unwillingness to cooperate with any internal investigation or investigation by regulatory or law enforcement authorities, or knowing or intentional destruction or failure to preserve documents or other materials relevant to such investigation, or the knowing or intentional inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; or (x) the Executive’s violation of federal or state banking laws or suspension or removal by any federal or state banking regulator. Except in the event of a failure, violation or breach which, by its nature, cannot reasonably be expected to be heard before the Boardcured, if a termination for Cause is based on items (i), finding (ii) or (vi) above, the Board shall not make any such determination without first providing the Executive with a written notice of the reason(s) that the Board believes Cause exists and giving the Executive at least 30 days within which to cure or to take substantial steps to cure or remediate the results or actions underlying or constituting Cause; provided however, that, in if the good faith opinion Board reasonably expects irreparable injury from a delay of the Board30 days, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of Board may give the Executive or his beneficiaries notice of such shorter period within which to contest cure as is reasonable under the validity or propriety of any such determinationcircumstances.

Termination by the Company. (a) Except as set forth in subparagraph (b) of this Section, the Company shall have no right to terminate Employee's employment unless and until the occurrence of any of the following: (i) Employee is convicted (by formal plea of guilty or a jury verdict) of embezzlement or other felonious theft of money or property from the Company; or (ii) Employee's refusal, after thirty (30) days written notice, to cure a material default of any of the provisions of this Agreement unless said material default is caused by physical or mental infirmity or disability which renders Employee incapable of performing the customary duties for which Employee is being employed. In order to be effective said notice must clearly specify the material default and must notify Employee of the Company's intention to terminate this Agreement in the event the described material default is not cured within said thirty (30) days. (b) The Company shall have the right to terminate the ExecutiveEmployee's employment with the Company at any time with or without "Cause". For purposes cause, provided that the Company continues to pay Employee all of the compensation set forth in Sections 3(a), (b), (c) and (f) of this Agreement, "Cause" shall mean thatas if this Agreement had been continued in accordance with its terms, prior to any termination the Executive shall have committed: later of (i) an act the expiration date of willful misconductthe term of this Agreement (including any extensions) and (ii) the second anniversary of the effective date of termination of employment, fraudall subject to, embezzlementif applicable, theftthe relevant provisions of Section 3(g). Notwithstanding any of the foregoing to the contrary, or any other act constituting a felonysuch severance obligations shall be excused for the remainder of the severance period at such time, involving moral turpitude or causing material harmif any, financial or otherwiseif Employee accepts new employment providing for gross annual salary at least equal to the gross annual salary in effect hereunder at termination of employment, and, to the extent any such new employment is for a lower gross annual salary, from and after such time, for the remainder of such severance period, the Company's severance obligations shall be reduced by the amount of all compensation and benefits received by Employee under his new employment. In the event Employee has the right to receive the compensation and benefits described in this Section 5(b) that include the use of a Company-leased vehicle pursuant to Section 3(c), Employee may elect, by notice to the Company within thirty (30) days after such termination, to cause the Company to continue to lease such vehicle until the expiration of the then-current lease term (rather than the Company paying to Employee the amount of such lease payments); provided, however, that such election by Employee shall only be available if the Company can continue to insure the leased vehicle for Employee's use after Employee's termination under its then-existing insurance policy (iior under a comparable policy available to the Company). In the event that the term of such lease ends subsequent to the termination date of Employee's compensation and benefits payments pursuant to this Section 5(b), Employee shall pay (or reimburse the Company) for all lease payments due after the date such Company payments end. Subject to the provisions of Section 3(g), if applicable, Employee shall be entitled to no other or further compensation in respect of a demonstrably intentional and deliberate act termination by the Company pursuant to this Section 5(b). (c) In the event Employee becomes permanently incapable of performing the customary duties for which Employee is being employed due to a physical or failure to actmental infirmity or disability, including a gross neglect in duties, the Company shall not terminate Employee (other than as a result of incapacity due to physical or mental illnessunder Section 5 (a), which is committed in bad faith by if applicable, or Section 5(b)), and the ExecutiveCompany shall continue to pay Employee all compensation due under Section 3(a), which causes (b), (c), (d) and (f) of this Agreement for two (2) years after the effective date of said infirmity or can disability (as defined below). At the end of such two-year period, Employee's employment shall be expected to cause material financial injury deemed terminated, subject to the Company; 's continuing payment requirements during the Maximum Period under the Life Insurance Agreement. All of the foregoing is subject, if applicable, to the relevant provisions of Section 3(g). Subject to the provisions of Section 3(g), if applicable, Employee shall be entitled to no other or further compensation in respect of termination of employment pursuant to this Section 5(c). The effective date of Employee's permanent infirmity or disability shall be the 30th day following receipt by Employee from the Company of written notice stating the Company's determination that Employee has such infirmity or disability, provided that Employee has not disputed such determination in writing within such 30-day period, and, if Employee has so disputed such determination, the date by which two medical doctors or psychiatrists (iiias applicable) an intentional and material breach of this Agreement that is not cured selected by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligenceCompany, but shall be deemed "intentional" only if donereasonably acceptable to Employee, or omitted to be done, by the Executive not have examined Employee and concluded (as set forth in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been a letter delivered to the Executive Company) that he has a copy permanent infirmity or disability which renders him incapable of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with performing his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationcustomary duties.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder upon (A) the engaging by the Executive shall have committed: (i) an act of in willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, misconduct that is materially injurious to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result B) the embezzlement or misappropriation of incapacity due to physical funds or mental illness), which is committed in bad faith property of the Company by the Executive, which causes Executive or can be expected the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to cause material financial injury a felony or (C) the failure or refusal by the Executive to devote his full business time and attention to the Company; performance of his duties and responsibilities hereunder or (iii) an intentional and material other breach by the Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgment of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with time, whether or without "not for Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act continued failure by the Executive to substantially perform the duties contemplated by Section 4 hereof, which failure is not remedied within twenty (20) days after a written notice of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, such failure is delivered to the Executive by the Company, which notice identifies with particularity the manner in which the Company believes that the Executive has failed to perform his duties under Section 4 of this Agreement; (ii) the conviction (after exhausting all appeals) of the Executive of, or the entering of a demonstrably intentional and deliberate plea of nolo contendere by, the Executive with respect to a felony; (iii) Executive's willful malfeasance or willful misconduct in connection with Executive's duties hereunder or any willful act or willful omission which is materially injurious to the financial condition or business reputation of the Company or any significant subsidiary; or (iv) Executive's breach of the provisions of Section 14 of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by Executive intentionally and without Executive's reasonable belief that Executive's action or inaction was in the best interests of the Company, and shall not include failure to act, including a gross neglect in duties, (other than as a result act by reason of total or partial incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach . The cessation of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes employment of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated be for "Cause" hereunder Cause unless and until prior to such termination there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the disinterested membership of the Board then in office of Directors at a meeting of the such Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity for the Executiveopportunity, together with his counsel, to be heard before the Boardsuch Board of Directors), finding finding, that, in the good faith opinion of the BoardBoard of Directors, the Executive had committed an act set forth above is guilty of the conduct described in clause (i), (ii) (iii) or (iv) above, and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "“For Cause"”. For purposes of this Agreement, "“For Cause" ” shall mean thatmean: (a) the Employee commits a crime involving dishonesty, prior breach of trust, or physical harm to any termination person, whether or not such conduct is undertaken in relation to any of the Executive shall have committed: Group Companies or their business; (ib) an act the Employee willfully engages in conduct that is in bad faith and materially injurious to any of willful misconductthe Group Companies, fraudincluding but not limited to misappropriation of trade secrets, embezzlement, theft, fraud or embezzlement relating to the property of any of the Group Companies or the Employee engaging in competition with any of the Group Companies; (c) the Employee commits a material breach of this Agreement or of the Restrictive Covenants Agreement (or any other act constituting a felonysimilar agreement which may be signed by the Employee in the future), involving moral turpitude or causing material harm, financial or otherwise, which breach is not cured within thirty (30) days after written notice to the Employee from the Company; (iid) the Employee willfully refuses to implement or follow a demonstrably intentional and deliberate act lawful policy or failure to actdirective of the Company, including a gross neglect in duties, (other than as a result of incapacity due to physical Oxford Immunotec Limited or mental illness)Oxford Global, which breach is committed in bad faith by not cured within thirty (30) days after written notice to the Executive, which causes or can be expected to cause material financial injury to Employee from the Company; or (iiie) an intentional and material breach of this Agreement that is not cured the Employee engages in misfeasance or malfeasance demonstrated by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, pattern or failure to actperform job duties diligently and professionally. The Company may terminate the Employee’s employment For Cause at any time, on without any advance notice, subject to any applicable cure period. The Company shall pay the part Employee all compensation to which he is entitled up through the date of termination, subject to any other rights or remedies of the 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 the Executive not in good faith Company under law; and without reasonable belief that his action or omission was in, or not opposed to, the best interest thereafter all obligations of the Company. Notwithstanding the foregoing, the Executive Company under this Agreement shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationcease.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Company Executive’s employment hereunder shall terminate upon the Executive’s death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive shall have been absent from the right Executive’s duties hereunder for a period of seven (7) months during the Term and is unable to provide the Company with a note from the Executive’s treating physician that provides for a definite and reasonable return to work date, the Company may terminate the Executive's ’s employment at any time with or without "Cause"hereunder. (c) The Company may terminate the Executive’s employment hereunder for “cause” (as hereinafter defined). For purposes of this Agreement, "Cause" “cause” shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive’s duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days’ prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive’s act of fraud or failure to act, dishonesty in the performance of the Executive’s job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, ’s use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's Employee’s employment at any time with without Cause, subject to the severance obligations in Section 6(C). The Company may also terminate his employment for Cause. A termination for “Cause” must be for one or without "Cause". For purposes more of this Agreementthe following reasons, "Cause" shall mean that, prior to any termination as determined by the Executive shall have committedBoard reasonably and in good faith: (i) an conduct by the Employee constituting a material act of willful misconductmisconduct in connection with the performance of his duties; (ii) continued, willful and deliberate non-performance by the Employee of his duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 15 business days following written notice of such non­-performance; (iii) the Employee’s refusal or failure to follow lawful directives consistent with Employee’s job responsibilities where such refusal or failure has continued for more than 15 business days following written notice of such refusal or failure; (iv) a criminal conviction of, or a plea of nolo contendere by, the Employee for a felony or material violation of any securities law, including, without limitation, conviction of fraud, embezzlement, theft, or any other act constituting embezzlement or a felony, crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (iiv) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith material breach by the Executive, which causes or can be expected to cause material financial injury to Employee of any of the Company; or (iii) an intentional and material breach provisions of this Agreement that is not cured or (vi) a material violation by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest Employee of the Company. Notwithstanding the foregoing’s employment policies regarding harassment; provided, the Executive however, that Cause shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose exist under clauses (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Boardi), finding that(iii), in the good faith opinion of the Board, the Executive had committed an act set forth above and (v) or (vi) unless Employee has been given written notice specifying the particulars thereof in detail. Nothing herein shall limit the right act, omission, or circumstances alleged to constitute Cause and Employee fails to cure or remedy such act, omission, or circumstances within fifteen (15) business days after receipt of the Executive or his beneficiaries to contest the validity or propriety of any such determinationnotice.

Termination by the Company. (a) The Company shall have the right to may, at its option, terminate the ExecutiveEmployee's employment at Employment for any time with or without reason, including for "Cause"" or no reason whatsoever by giving a written notice to the Employee that indicates the specific reasons for termination relied upon by the Company. Such notice shall specify the date of termination, which date shall not be earlier than thirty (30) days after such notice is given. For purposes of this Agreement, "CauseCAUSE" shall mean that, prior to any termination the Executive shall have committed: (i) the Employee's indictment of a felony or a crime involving dishonesty, act of moral turpitude, fraud (including securities fraud) or embezzlement, (ii) commission of an act of willful misconductmisconduct or gross negligence by the Employee resulting in a material loss to the Company, fraud, embezzlement, theft(ii) the Employee's willful or grossly negligent commission of an act which constitutes a Competitive Activity, or (iv) a material breach by the Employee of any other act constituting covenant or obligation under this Agreement or written policy of the Company (unless such policy conflicts with this Agreement), unless cured within thirty (30) days following the delivery of written notice thereof to the Employee; (v) the Employee's habitual or willful neglect or disregard of directives of the Board of Directors, unless cured within thirty (30) days following the delivery of written notice thereof to the Employee; (vi) unauthorized appropriation of a felonymaterial business opportunity of the Company by the Employee, involving moral turpitude or causing material harm, financial or otherwise, to including securing any personal profit in connection with any transaction entered into on behalf of the Company; (iivii) misappropriation by the Employee of the Company's funds or property that has a demonstrably intentional and deliberate act material adverse affect on the business or failure to act, including a gross neglect in dutiesoperations of the Company, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith viii) any finding by the Executive, Securities and Exchange Commission pertaining to the Employee which causes or can could reasonably be expected to cause material financial injury impair or impede Company's ability to the Companymaintain itself as a publicly-traded company; or (iiiix) an intentional and any material breach of this Agreement that misstatement is not cured provided by the Executive within 30 days after written notice from Employee for inclusion in any regulatory report or public filing of the President and Chief Executive Officer specifying the breach and requesting a cureCompany. For purposes hereof, whether or not the Employee has committed an act of the type referred to in clauses (i) through (ix) above will be determined by the Board in its reasonable, good faith discretion; PROVIDED, HOWEVER, that Employee will be given reasonable notice and the opportunity to be heard prior to any such Board determination. Any termination by the Company of the Employee's employment with the Company that does not meet the criteria set forth in this definition (determined as set forth in the immediately preceding sentence) shall be deemed to be without Cause for purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's Employee’s employment with the Company without Cause at any time with or without "after June 30, 2010. The Company may also terminate his employment for Cause", based upon reasonable determinations by the Company’s Board of Directors. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedmean: (i) an conduct by the Employee constituting a material act of willful misconductmisconduct in connection with the performance of his duties, fraudincluding, embezzlementwithout limitation, theftviolation of the Company’s policy on sexual harassment, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Companywillful misconduct; (ii) a demonstrably intentional continued, willful and deliberate act or failure to act, including a gross neglect in duties, non-performance by the Employee of his duties hereunder (other than as a result by reason of incapacity due to the Employee’s physical or mental illness, incapacity or disability); (iii) the Employee’s refusal or failure to follow lawful and material directives consistent with his title and position and the terms of this Agreement; (iv) conviction of the Employee for, which is committed in bad faith or a plea of nolo ontendere by the ExecutiveEmployee to, which causes any felony, or can be expected to cause lesser crime involving fraud, embezzlement or is appropriation of the property of the Company, or other conduct by the Employee that, as reasonably determined by the Board, has resulted in, or would result in if he were retained in his position with the Company, material financial injury to the reputation of the Company after the date of this agreement; (v) a breach by the Employee of any of the provisions contained in this Agreement regarding Nondisclosure of Confidential Information (other than an inadvertent disclosure resulting in no harm to Company) ; or (iiivi) an intentional and a material breach of this Agreement that is not cured violation by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest Employee of the Company’s employment policies of which he had notice. Notwithstanding The Employee will be given a reasonable opportunity (30 days maximum, in the foregoing, discretion of the Executive shall not be deemed Company) to have been terminated for cure any of the "Cause" hereunder unless and until there shall have been delivered to provisions that the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Company’s Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, deem to be heard before susceptible to cure, if the Board), finding that, in conduct has not been the good faith opinion subject of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationa prior cure.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's Employee’s employment at any time with without Cause, subject to the severance obligations in Section 6(C). The Company may also terminate his employment for Cause. A termination for “Cause” must be for one or without "Cause". For purposes more of this Agreementthe following reasons, "Cause" shall mean that, prior to any termination as determined by the Executive shall have committedBoard reasonably and in good faith: (i) an conduct by the Employee constituting a material act of willful misconductmisconduct in connection with the performance of his duties; (ii) continued, willful and deliberate non-performance by the Employee of his duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 15 business days following written notice of such non-performance; (iii) the Employee’s refusal or failure to follow lawful directives consistent with Employee’s job responsibilities where such refusal or failure has continued for more than 15 business days following written notice of such refusal or failure; (iv) a criminal conviction of, or a plea of nolo contendere by, the Employee for a felony or material violation of any securities law, including, without limitation, conviction of fraud, embezzlement, theft, or any other act constituting embezzlement or a felony, crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (iiv) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith material breach by the Executive, which causes or can be expected to cause material financial injury to Employee of any of the Company; or (iii) an intentional and material breach provisions of this Agreement that is not cured or (vi) a material violation by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest Employee of the Company. Notwithstanding the foregoing’s employment policies regarding harassment; provided, the Executive however, that Cause shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose exist under clauses (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Boardi), finding that(iii), in the good faith opinion of the Board, the Executive had committed an act set forth above and (v) or (vi) unless Employee has been given written notice specifying the particulars thereof in detail. Nothing herein shall limit the right act, omission, or circumstances alleged to constitute Cause and Employee fails to cure or remedy such act, omission, or circumstances within fifteen (15) business days after receipt of the Executive or his beneficiaries to contest the validity or propriety of any such determinationnotice.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "CauseCAUSE" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, act (other than as a result of incapacity due to physical or mental illness), ) which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer Board of Directors specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time during the Employment Period with or without "Cause". If termination by the Company is without Cause, the Company shall give Executive ten (10) days prior written notice of the Company’s intent to do so. For purposes of this Agreement, "“Cause" shall mean that, prior to any termination the Executive shall have committed” means: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and ’s material breach of this Agreement that is not cured or any other document, agreement or contract to which the Executive and the Company are a party, which constitutes a material nonperformance by the Executive of her obligations and duties hereunder or thereunder, as reasonably determined by the Board of Directors of the Company, which is not remedied within 30 ten (10) business days after receipt of written notice from the President and Chief Executive Officer Company in accordance with Section 11(b), specifying such breach; (ii) the breach and requesting Executive’s failure to adhere to any material written policy of the Company, which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such failure; (iii) the Executive’s appropriation (or attempted appropriation) of a cure. For purposes material 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; (iv) the Executive’s commission of (or attempt to commit) an act of fraud, illegality, theft or dishonesty toward the Company in the course of employment with the Company that relates to the Company’s assets, activities, operations or other employees; (v) the Executive’s conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest or deferred adjudication with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; (vi) the Executive’s absence from her duties without the consent of the Company’s Board of Directors for more than ten (10) consecutive business days for reasons other than vacation authorized under this Agreement, no act, illness or injury; (vii) a material breach by the Executive of Section 6 or Section 9 hereof; or (viii) the failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if donecarry out, or omitted to be donecomply with, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting any material respect any directive of the Board of Directors called and held for consistent with the terms of this Agreement, which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationfailure.

Termination by the Company. The Company may terminate the Executive’s employment hereunder (ai) The for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the purposes of this Agreement, the Company shall have the right “Cause” to terminate the Executive's ’s employment at hereunder upon (A) the engaging by the Executive in gross negligence or wilful misconduct which is demonstrably injurious to the Company or any time of its subsidiaries, or (B) wilful and intentional failure to comply in all material respects with the direction of the Company, or without "Cause"(C) the wilful and intentional material breach of this Employment Agreement; provided in each case that the Board shall have first provided the Executive with written notice identifying the act or acts or failure or failures to act or comply said to constitute Cause within 90 days after the occurrence of such act or failure to act or comply, or within 90 days of when the Company should have been reasonably expected to know of such occurrence, and the Executive shall have failed to cure the deficiency within 30 days after receipt of such notice, and the Company terminates Executive’s employment within 60 days following the expiration of the cure period in the event the deficiency is not cured; or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if considered “wilful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his said action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's ’s employment at any time with or without "“Cause"”. For purposes of this Agreement, "“Cause" ” shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "“Cause" ” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's Employee’s employment at any time with without cause, subject to the severance obligations in Section 8(d). The Company may also terminate his employment for Cause. A termination for Cause must be for one or without "Cause". For purposes more of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedfollowing reasons: (i) an conduct by the Employee constituting a material act of willful misconductmisconduct in connection with the performance of his duties, fraudincluding, embezzlementwithout limitation, theftviolation of the Company’s policy on sexual harassment, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to willful misconduct as determined in the sole reasonable discretion of the Company; (ii) a demonstrably intentional continued, willful and deliberate act or failure to act, including a gross neglect in duties, non-performance by the Employee of his duties hereunder (other than as a result by reason of incapacity due to the Employee’s physical or mental illness), which is committed in bad faith by the Executive, which causes incapacity or can be expected to cause material financial injury to the Companydisability) where such non-performance has continued for more than 10 days following written notice of such non-performance; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, Employee’s refusal or failure to act, on the part follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligenceEmployee, but shall be deemed "intentional" only if donea plea of nolo contendere by the Employee, or omitted to be done, other conduct by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Employee that, as determined in the good faith opinion sole reasonable discretion of the Board, has resulted in, or would result in if he were retained in his position with the Executive had committed an act set forth above and specifying Company, material injury to the particulars thereof in detail. Nothing herein shall limit the right reputation of the Executive Company, including, without limitation, conviction of fraud, theft, embezzlement, or his beneficiaries to contest a crime involving moral turpitude; (v) a material breach by the validity or propriety Employee of any such determinationof the provisions of this Agreement; or (vi) a material violation by the Employee of the Company’s employment policies.

Termination by the Company. (a) The Company shall have (on behalf of itself and the right to Operating Partnership) may also terminate the Executive's employment management agreement at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to acttime, including a gross neglect in dutiesduring the initial term, (other than as a result of incapacity due to physical or mental illness)with 30 days’ prior written notice from its Board for cause, which is committed in bad faith by the Executive, which causes or can be expected to cause defined as: ● The Manager’s continued breach of any material financial injury to the Company; or (iii) an intentional and material breach provision of this Agreement that is not cured by the Executive within following a period of 30 days after written notice from thereof (or 45 days after written notice of such breach if the President and Chief Executive Officer specifying Manager, under certain circumstances, has taken steps to cure such breach within 30 days of the breach and requesting written notice); ● The commencement of any proceeding relating to the bankruptcy or insolvency of the Manager, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a cure. For purposes voluntary bankruptcy petition; ● Any change of this Agreementcontrol of the Manager which the Company’s independent representative determines is materially detrimental to it taken as a whole; ● The Manager committing fraud against the sxXXXX Entities, no actmisappropriating or embezzling its funds, or failure acting, or failing to act, on in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the part performance of its duties under this Agreement; provided, however, that if any of these actions is caused by an employee, personnel and/or officer of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment Manager or negligence, but shall be deemed "intentional" only if done, one of its Affiliates and the Manager (or omitted to be done, such Affiliate) takes all necessary and appropriate action against such person and cures the damage caused by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest such actions within 30 days of the Company. Notwithstanding the foregoingManager’s actual knowledge of its commission or omission, the Executive this Agreement shall not be deemed terminable; in addition, if the Manager (or such Affiliate) diligently takes necessary and appropriate action to have been terminated for "Cause" hereunder unless and until there shall have been delivered to cure the Executive a copy of a resolution duly adopted damage caused by such actions in the affirmative vote of not less than three-quarters first 30 days of the Board then Manager’s actual knowledge of its commission or omission, the Manager (or such Affiliate) will have a total of 180 days in office at a meeting which to cure such damage before the management agreement shall become terminable; or ● the dissolution of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationManager.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "For Cause". For purposes of this Agreement, "For Cause" shall mean thatmean: (a) the Employee is convicted of a crime involving moral turpitude, prior dishonesty, or physical harm to any termination person, whether or not such conduct is undertaken in relation to any of the Executive shall have committed: Group Companies or their business; (ib) an act the Employee willfully engages in conduct that is in bad faith and materially injurious to any of willful misconductthe Group Companies, fraudincluding but not limited to misappropriation of trade secrets, embezzlement, theft, fraud or embezzlement relating to the property of any of the Group Companies or the Employee engaging in competition with any of the Group Companies; (c) the Employee commits a material breach of this Agreement or of the Restrictive Covenants Agreement (or any other act constituting a felonysimilar agreement which may be signed by the Employee in the future), involving moral turpitude or causing material harm, financial or otherwise, which breach is not cured within thirty (30) days after written notice to the Employee from the Company; (iid) the Employee willfully refuses to implement or follow a demonstrably intentional and deliberate act lawful policy or failure to act, including a gross neglect in duties, (other than as a result directive of incapacity due to physical or mental illness)the Group Companies, which breach is committed in bad faith by not cured within thirty (30) days after written notice to the Executive, which causes or can be expected to cause material financial injury to Employee from the Company; or (iiie) an intentional and material breach of this Agreement that is not cured the Employee engages in misfeasance or malfeasance demonstrated by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, pattern or failure to actperform job duties diligently and professionally. The Company may terminate the Employee's employment For Cause at any time, on without any advance notice, subject to any applicable cure period. The Company shall pay the part Employee all compensation to which he is entitled up through the date of termination, subject to any other rights or remedies of the 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 the Executive not in good faith Company under law; and without reasonable belief that his action or omission was in, or not opposed to, the best interest thereafter all obligations of the Company. Notwithstanding the foregoing, the Executive Company under this Agreement shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationcease.

Termination by the Company. (a) The For Cause” Termination by the Company shall have the right to terminate the Executiveof Employee's employment at “For Cause”, shall mean termination upon (i) the willful and continued failure by Employee substantially to perform his duties with the Company in good faith (other than any time with such failure resulting from his incapacity because of physical or without "Cause"mental illness or any such actual or antici­pated failure resulting from his termination for “Good Reason”), after a demand for substantial performance is delivered to him by the Board that specifically identifies the manner in which the Board believes that Employee has not substantially performed his duties in good faith, or (ii) the willful engaging by Employee in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this AgreementParagraph 3.3, no act, or failure to act, on the part of the Executive Employee's act shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive Employee not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for "Cause" hereunder For Cause unless and until there shall have been delivered to the Executive Employee written Notice of Termination and a copy of a resolution resolutions duly adopted by a majority of the affirmative vote of not less than three-quarters members of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive Employee and an opportunity for the ExecutiveEmployee, together with his counsel, to be heard before the Board), ) finding that, that in the good faith opinion of the Board, the Executive had committed an act Employee was guilty of conduct set forth above in clause (i) or (ii) of the first sentence of this Paragraph 3.3 and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company may terminate Consultant’s engagement hereunder at any time. (i) In the event the Company terminates Consultant’s engagement hereunder for Cause (as defined below) or Consultant violates the terms of any restrictive covenants to which he is bound, the Company’s obligation to make any future Monthly Payments to Consultant pursuant to Section 4(b) and the Company’s obligation to pay any future COBRA premiums for Consultant pursuant to Section 4(c) shall immediately terminate. (ii) In the event the Company terminates Consultant’s engagement hereunder without Cause, the Company shall remain obligated to make any and all Guaranteed Payments and Monthly Payments to Consultant pursuant to Sections 4(a) and 4(b) and to pay any COBRA premiums for Consultant pursuant to Section 4(c). Consultant shall have the right no duty to terminate the Executive's employment at any time with or without "Cause". mitigate damages. (iii) For purposes of this Agreement, "“Cause" ” shall mean that, prior to any termination the Executive shall have committedmean: (i) the failure of Consultant to perform material duties hereunder, including, without limitation, the failure of Consultant to devote at least eighty (80) hours per month to the performance of Consultant’s duties with the Company, or comply with reasonable direction of the Chief Executive Officer which, to the extent it is curable by Consultant, is not cured within ten (10) business days after written notice thereof is given to Consultant by the Company, specifying in reasonable detail the manner in which Consultant has failed to perform such duties or comply with such directions; (ii) Consultant’s commission (including entry of a nolo contendere plea) of an act of willful misconduct, fraud, embezzlement, theft, or any other act acts constituting a felony, involving moral turpitude dishonesty or causing material harm, financial disloyalty or otherwise, to the Companyfraud; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) Consultant’s gross negligence or commission of an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to acttake an action, on which adversely affects the part Company’s business or reputation; (iv) Consultant’s misappropriation or embezzlement of the Executive shall be deemed "intentional" if it was due primarily property of the Company or its affiliates (whether or not a misdemeanor or felony); or (v) Consultant’s material breach, non-performance or non-observance of any Company policy or any term of this Agreement, including but not limited to an error the covenants contained in judgment or negligence, but shall be deemed "intentional" only if doneSection 11, or omitted any other agreement to be donewhich Consultant and the Company are parties, which, to the extent it is curable by Consultant, is not cured within ten (10) days after written notice thereof is given to Consultant by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to terminate the ExecutiveEmployee's employment at may be terminated by the Company during the term of this Agreement only as follows: i. At any time without cause upon 90 days prior written notice to Employee; ii. In connection with or the expiration of the then-current term of this Agreement with written notice to Employee at least 90 days prior to such expiration date; and iii. At any time without prior written notice to Employee for "Cause". For purposes Termination for Cause shall be defined as any of this Agreement, "Cause" shall mean that, prior the following from and after the Effective Date: (a) Any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to any termination the Executive shall have committed: Company or that continues after written notice; (ib) an act Willful failure to perform or gross negligence in connection with the performance of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, Employee's duties; (c) The engaging by Employee in conduct involving moral turpitude or causing that causes material harmand demonstrable injury, financial monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (d) Conviction of or entry of a plea of nolo contendere to a felony; (e) A material breach of this Agreement, including by engaging in action in violation of the restrictive covenants in this Agreement; (f) Failure to follow a lawful directive of the Chief Executive Officer; (g) The making of a misrepresentation to, or being dishonest in any other manner with, the Chief Executive Officer or the Board of Directors of the Company, as determined by the Chief Executive Officer or the Board of Directors; (h) Any other conduct or activity that the Chief Executive Officer determines in good faith jeopardizes the proper conduct of the Company's operations if such conduct or activity continues to occur after written notice; or (iii) a demonstrably intentional Inability to perform substantially all of the duties of the position due to illness or disability, if such inability lasts longer than ninety (90) days and deliberate cannot be alleviated by reasonable accommodation. No act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith act by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive Employee shall be deemed "intentionalwillful" 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 the Executive not him in good faith and without with the reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have may terminate this Agreement prior to expiration of the right to terminate Term and Executive’s employment with the Executive's employment at Company hereunder under any time of the following circumstances: i. with or without "Cause". For purposes of this Agreement, "“Cause" ” shall mean that, prior to the occurrence of any termination of the Executive shall have committedfollowing: (iA) an commission of any crime or act of willful misconducttheft, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing similar conduct, (B) material harmmalfeasance in the conduct of Executive’s duties, financial including, (1) willful and material misuse or otherwisediversion of the Company’s (or any of its Affiliate’s) funds or property, (2) embezzlement, and/or (3) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the CompanyCompany or its Affiliates, (C) willful violation of any material policy of the Company or Parent as in effect from time to time (including, without limitation, policies governing discrimination or harassment); (iiD) illegal possession of a demonstrably intentional and deliberate act controlled substance, use of illegal drugs, repetitive abuse of alcohol, or failure to act, including a gross neglect in duties, (other than as a result behavior that materially interferes with the performance of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury ’s duties to the CompanyCompany or its Affiliates or that materially compromises the integrity and reputation of Executive or the Company or its Affiliates; or (iiiE) an intentional and material breach of this Agreement any noncompetition or nonsolicitation agreement to which Executive is a party with the Company or any of its Affiliates; (F) Executive’s failure to obey the lawful orders of the Board that is not cured fall within Executive’s scope of responsibility, and/or (G) a material breach by Executive of the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes provisions of this Agreement; provided, no acthowever, or failure to act, on that in the part case of the foregoing clauses (C), (E), (F) and (G), Executive shall be deemed "intentional" if it was due primarily have been informed, in writing, of such failure referred to an error in judgment or negligencethe foregoing clauses, but and provided with 30 days to cure such failure before any termination for Cause. If Executive cures the Cause event during such period, then Cause shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.occurred;

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company or News Corporation, as applicable, without any breach of this Agreement only under the following circumstances: (a) The Company Executive’s employment hereunder shall terminate upon his death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive shall have been absent from his duties hereunder for a period of 365 consecutive days during the right to Term of Employment, the Company or News Corporation, may terminate the Executive's ’s employment at any time with hereunder. (c) The Company or without "Cause"News Corporation, may terminate the Executive’s employment hereunder for “cause” as defined herein. For purposes of this Agreement, "Cause" the Company or News Corporation shall mean thathave “cause” to terminate the Executive’s employment hereunder only in the event of a material breach of this Agreement by the Executive, prior which breach is not cured within thirty days after written notice to any termination the Executive shall have committed: (i) an act specifying such breach, or in the event of willful misconductthe Executive’s excessive unauthorized absenteeism, chronic substance abuse, fraud, embezzlement, theft, or any other act constituting conviction of a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, felony (other than as a result vehicular felony). (d) The Company or News Corporation may terminate the Executive’s employment other than for cause, death or disability, subject to Section 10(d) hereof. (e) Any termination of incapacity due to physical or mental illness), which is committed in bad faith the Executive’s employment by the Executive, which causes Company or can News Corporation (other than termination pursuant to subsection (a) above) shall be expected to cause material financial injury communicated by a written Notice of Termination to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cureExecutive. For purposes of this Agreement, no act, or failure a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in full detail the facts and circumstances claimed to act, on provide the part basis for termination of the 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’s employment under the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationprovision so indicated.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his her action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his her counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his her beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. Employee’s employment under this Agreement may be terminated by the Company with or without cause. (a) The Company shall have the right to terminate the Executive's Employee’s employment under this Agreement at any time with or without "for Cause", which termination shall be effective immediately. For purposes of this Agreement, "“Cause" ” shall mean thatinclude: i. Unauthorized use or disclosure of the Company’s confidential information or trade secrets; ii. Material breach of any agreement between Employee and the Company, including this Agreement, which such breach is not cured within ten (10) days after Employee’s receipt of prior written notice thereof from the Company; iii. Material failure to comply with the Company’s policies or rules, which such failure is not cured within ten (10) days after Employee’s receipt of prior written notice thereof from the Company; iv. Conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any termination state thereof, or any crime of moral turpitude; v. Intentional failure to perform Employee’s duties or refusal to abide by or comply with the Executive shall have committed: (i) an act lawful directives of willful misconductthe Company; vi. Willful dishonesty, fraud, embezzlement, theftmisconduct, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, gross negligence with respect to the Company; (ii) a demonstrably intentional and deliberate act business or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part affairs of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Company that, in the good faith opinion reasonable judgment of the BoardCompany, materially and adversely affects the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right operations or reputation of the Executive Company; and vii. Failure of the Company to meet financial performance measurements set by the Company’s Board of Directors; provided, however, that such failure shall not constitute grounds for termination of Employee’s employment by the Company for “Cause” hereunder if such failure is the result of (i) events, occurrences or his beneficiaries circumstances affecting the economy or financial markets in general, or (ii) other events, occurrences or circumstances which Employee cannot control. (b) Employee’s employment hereunder may also be terminated without Cause or reason by the Company upon thirty (30) days written notice to contest the validity Employee. In the event Employee’s employment under this Agreement is terminated without Cause, Employee shall be entitled to i. all compensation earned through the date of termination; ii. an additional sum equal to twice Employee’s Salary which shall be paid, at Employee’s option, in a lump sum or propriety in periodic payments; and iii. a prorated share of any such determinationannual performance bonus to which Employee would have been entitled but for his termination, payable within ten (10) days of termination.

Termination by the Company. Subject to the respective continuing obligations of the parties, including but no limited to those set forth in subsections 8(A) through (aF) hereof, the Executives employment by the Company may be terminated prior to the expiration of the Term of this Agreement as follows: (A) The Company shall have Company, by action of its Board of Directors and upon written notice to the right to Executive, may terminate the Executive's employment at any time with or without "Cause"the Company immediately for cause. For purposes of this Agreementsubsection 9(A), "Causecause" shall mean that, prior to any termination the Executive shall have committed: be defined as (i) an act of personal dishonesty, (ii) incompetence, (iii) willful misconduct, fraud(iv) breach of fiduciary duty involving personal profit, embezzlement(v) intentional failure to perform stated duties, theft(vi) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, (vii) any other act constituting a felonymaterial breach of any term, involving moral turpitude condition or causing material harmcovenant of this Agreement, financial or otherwise(viii) termination of the employment of the Executive with Blue River Bancshares for cause, as that term is defined in that certain change of control agreement entered into by and between the Executive and Blue River Bancshares, Inc. (B) The Company, by action of its Board of Directors, may terminate the Executive's employment with the Company without cause at any time; provided, however, that the "Date of Termination" for purposes of determining benefits payable to the Executive under subsection 9(B) hereof shall be the date which is 30 days after the Executive receives written notice of such termination. (C) The Executive, by written notice to the Company; , may terminate his employment with the Company immediately for cause provided, however, that the Company shall have thirty (ii30) a demonstrably intentional and deliberate act or failure days, after the giving of written notice to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith the Company by the Executive of the Executive, 's intention to terminate this Agreement for cause which causes or can be expected to cause material financial injury to notice shall indicate the Company; or (iii) an intentional and material breach specific provision of this Agreement that is not cured by which will be relied upon and shall set forth in reasonable detail the Executive within 30 days after written notice from facts and circumstances claimed to provide a basis for such termination, to cure the President facts and Chief Executive Officer specifying the breach and requesting a curecircumstances relied upon for establishing cause. For purposes of this Agreementsubsection 9(C), no act, or failure "cause" shall be defined as (i) any action by the Company to act, on the part of remove the 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 the as Executive not in good faith Vice President and without reasonable belief that his action or omission was in, or not opposed to, the best interest Chief Credit Officer of the Company. Notwithstanding , except where the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Company's Board of Directors called and held for such purpose (after reasonable notice properly acts to remove the Executive and an opportunity from such office for "cause" as defined in subsection 9(A) hereof, (ii) any action by the Company's Board of Directors to materially limit, increase, or modify the Executive's duties and/or authority as Executive Vice President and Chief Credit Officer of the Company (including his authority, together with his counsel, subject to be heard before corporate controls no more restrictive than those in effect on the Boarddate hereof), finding that, in the good faith opinion (iii) any failure of the Board, Company to obtain the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right assumption of the Executive obligation to perform this Agreement by any successor, as contemplated in Section 18 hereof; or his beneficiaries to contest (iv) any intentional breach by the validity or propriety Company of any such determination.a term, condition

Termination by the Company. (a) The employment of the Employee may be terminated by the Company shall have the right to terminate the Executive's employment at any time with prior to the end of the Term, without notice or without "any payment in lieu thereof, for Cause". For the purposes of this Agreement, "“Cause" shall mean that, prior to any termination the Executive shall have committed: ” means: (i) an willfully disregarding or willfully disobeying any reasonable direction of the Board; (ii) committing any willful or intentional act of willful misconductdishonesty, including, but not limited to, fraud, embezzlement, theftor falsification of an employment record; (iii) being found guilty of, or entering a plea of guilty or no contest to, any other act constituting a felony, felony or any crime involving moral turpitude turpitude, dishonesty or causing material harmtheft; (iv) improper or unauthorized disclosure of Confidential Information; or (v) any action, financial omission or commission which a British Columbia court will conclude cause at law. (b) If the Employee is terminated for Cause, the Employee will not be eligible for any notice or pay in lieu of notice or other compensation. All perquisites, benefits and other compensation will end when the Employee is given notice of termination. (c) A failure by the Company to rely upon the provisions of Section 6.2(a) in any given instance or instances shall not constitute acquiescence or be deemed a waiver by the Company of its entitlement to terminate the Employee’s employment for Cause. (d) At the end of the Term or upon the earlier termination of the Employee’s employment for any reason, the Employee shall immediately resign from all offices which he holds with the Company. (e) The Employee understands and agrees that he will not be entitled to receive any further notice, payment in lieu of notice, severance pay, benefits, compensation, or damages of any kind, whether at common law or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result the entitlements set out in Section 6.2(d) herein. (f) The Employee understands and agrees that he will not be entitled to receive any notice, payment in lieu of incapacity due to physical or mental illness)notice, which is committed in bad faith by the Executiveseverance pay, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementbenefits, no actcompensation, or failure to actdamages of any kind, on whether at common law or otherwise, at the part end of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationTerm.

Termination by the Company. (a) For Cause." The Company shall have the right to may terminate the ExecutiveEmployee's employment at any time with or without "Cause"only for Cause (solely as hereafter defined). For purposes Termination by the Company of this Agreement, Employee's employment for "Cause" shall mean that, prior termination upon the willful and continued failure by Employee substantially to any termination perform her material duties with the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect Company in duties, good faith (other than as a result any such failure resulting from her incapacity because of incapacity due to physical or mental illnessillness or any such actual or anticipated failure resulting from her termination for Good Reason), which after a demand for substantial performance is committed in bad faith delivered to her by the Executive, Board that specifically identifies the manner in which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement Board believes that is Employee has not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not substantially performed her duties in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Companyfaith. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive Employee written Notice of Termination and a copy of a resolution resolutions duly adopted by a majority of the affirmative vote authorized number of not less than three-quarters members of the Board then in office (with Employee and Employee's spouse abstaining from such vote) at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive Employee and an opportunity for the ExecutiveEmployee, together with his her counsel, to be heard before the Board), ) finding that, that in the good faith opinion of the Board, the Executive had committed an act (i) Employee was guilty of conduct set forth above in the second sentence of this Section 4.2 and specifying the particulars thereof in detail. Nothing herein shall limit detail and (ii) Employee did not correct such conduct after the right of Board's demand for substantial performance and after the Executive or his beneficiaries Employee was afforded a reasonable opportunity to contest the validity or propriety of any such determinationdo so.

Termination by the Company. (a) The Company shall have may terminate Executive’s employment during the right to terminate the Executive's employment at any time with Employment Period for Cause or without "Cause". For purposes of this Agreement, "“Cause" ” shall mean that, prior to any termination the Executive shall have committedExecutive’s: (i) an act engaging in fraudulent or dishonest conduct (as determined by a finding, order, judgment or decree in any court, arbitration forum or administrative agency of willful misconductcompetent jurisdiction, fraudin any action or proceeding whether civil, embezzlementcriminal, theftadministrative, arbitral or any other act constituting investigative) that the Board reasonably determines has or would have a felony, involving moral turpitude or causing material harm, financial or otherwise, to adverse impact on the Company, its affiliates or their respective businesses; (ii) conviction of, or entering a demonstrably intentional and deliberate act plea of nolo contendere to, a felony criminal offense or failure comparable level of crime in any jurisdiction that uses a different nomenclature; (iii) willful refusal to actperform his material employment-related duties or responsibilities or intentionally engaging in any activity that is in material conflict with or is materially adverse to the business interests of the Company, including a its affiliates or their respective businesses; (iv) gross neglect negligence in dutiesthe performance of his material employment-related duties or responsibilities; (v) breach of any material provision of this Agreement; or (vi) with respect to any Actions against or relating to the Company by any governmental, (other than as a result of incapacity due to physical regulatory or mental illness)self-regulatory agency or entity, which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury any Board approved Actions relating to the Company; , Executive’s failure or refusal to cooperate with the Company, or at the Company’s request any governmental, regulatory or self-regulatory agency or entity, in providing information with respect to any act or omission in his capacity as an officer, director, executive, agent or fiduciary of the Company, or any affiliate thereof for which Executive has rendered service in such capacity (in the case of (iii), (iv), (v) an intentional and material breach of this Agreement (vi) above, that is not cured by the Executive within 30 days after following receipt by Executive of written notice from the President and Chief Company setting forth in reasonable detail the circumstances giving rise to such Cause). A termination for Cause shall include a determination by the Board no later than 45 days following the termination of the Employment Period that circumstances existed during the Employment Period that would have justified a termination for Cause. A termination of Executive Officer specifying by the breach and requesting Company shall not be a cure. For termination for Cause for purposes of this Agreement, no act, or failure Agreement unless the determination to act, on the part so terminate Executive’s employment is made by a resolution of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive Board (excluding Executive) following a copy of a resolution duly adopted by the affirmative vote of meeting convened upon not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable 10 days notice to the Executive and an opportunity for the Executive, together with at which Executive and his legal counsel, if any, shall have had a reasonable opportunity to be heard before by the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the -------------------------- Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder upon (A) the engaging by the Executive shall have committed: in willful misconduct that is materially injurious to the Company, (iB) an act the embezzlement or misappropriation of willful misconduct, fraud, embezzlement, theft, funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony or (C) the failure or refusal by the Executive to devote his full business time and attention (as described 7 in Section 3(b) of this Agreement) to the performance of his duties and responsibilities hereunder or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith breach by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgement of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder under (A) the engaging by the Executive shall have committed: in willful misconduct that is materially injurious to the Company, (iB) an act embezzlement or misappropriation of willful misconduct, fraud, embezzlement, theft, funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony or (C) the failure or refusal by the Executive to devote his full business time and attention (as described in Section 3 (b) of this Agreement) to the performance of his duties and responsibilities hereunder or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith breach by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice') setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgment of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. (aA) The Consultant agrees that the Engagement Period may be terminated pursuant to this Section 3(a)(i)(A) without regard to (i) any general or specific policies of the Company shall have relating to the right termination of its independent contractors or (ii) any statements made to terminate the ExecutiveConsultant pertaining to the Consultant's employment relationship with the Company. Notwithstanding anything to the contrary contained herein, including in Sections 1(b) or 1(c) hereof, the Engagement Period is not for any specified term and may be terminated by the Company at any time time, for any reason, without cause, without liability except with or without respect to the payments provided for by Section 3(d) herein; (B) The Consultant agrees that the Engagement Period may be terminated pursuant to this Section 3(a)(i)(B) due to "Cause". just cause." For purposes of this Agreement, "Causejust cause" shall mean that, prior be defined and limited to any termination the Executive shall have committedmean: (i) an act of Consultant's willful misconductrefusal, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President thereof (and Chief Executive Officer specifying the breach and requesting after a cure. For purposes of this Agreement, no act, or reasonable time following such written notice to cure any failure to actperform specific duties as set forth herein), on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting perform specific directives of the Board of Directors called which are consistent with the scope and held nature of Consultant's duties and responsibilities as set forth herein (ii) Consultant's (aa) conviction or the entry of a pleading of guilty or nolo contendere by the Consultant for, a felony or any crime involving moral turpitude, fraud, or misrepresentation, (bb) conviction or the entry of a pleading of guilty or nolo contendere by the Consultant for such purpose (after reasonable notice an act of theft, larceny embezzlement, fraud or material intentional misappropriation from or with respect to the Executive and Company, (cc) dishonest statements or intentional misrepresentations to the Board of Directors or (dd) breach of his fiduciary duties under California law as an opportunity officer of the Company; provided, however, that any decision to terminate Consultant for "just cause" pursuant to this Section 3(a)(i)(B) shall require the approval of the holders of the Company's Series A Convertible Preferred Stock pursuant to Section 6(c)(ix) of the Company's Certificate of Determination for the Executive, together with his counsel, to be heard before Series A Convertible Preferred Stock and (ii) a majority of the directors on the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the ExecutiveEmployee's employment with the Company without Cause at any time with or without "after August 31, 2007. The Company may also terminate his employment for Cause", based upon reasonable determinations by the Company's Board of Directors. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedmean: (i) an conduct by the Employee constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, violation of the Company's policy on sexual harassment, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes, or other willful misconduct; (ii) continued, willful and deliberate non-performance by the Employee of his duties hereunder (other than by reason of the Employee's physical or mental illness, incapacity or disability); (iii) the Employee's refusal or failure to follow lawful and material directives consistent with his title and position and the terms of this Agreement; (iv) conviction of the Employee for, or a plea of nolo contendere by the Employee to, any felony, or lesser crime involving fraud, embezzlement, theftembezzlement or misappropriation of the property of the Company, or any other act constituting a felonyconduct by the Employee that, involving moral turpitude as reasonably determined by the Board, has resulted in, or causing would result in if he were retained in his position with the Company, material harm, financial or otherwise, injury to the reputation of the Company; (iiv) a demonstrably intentional breach by the Employee of any of the provisions contained in this Agreement regarding Nondisclosure of Confidential Information and deliberate act or failure to act, including a gross neglect in duties, NonSolicitation (other than as a result of incapacity due an inadvertent disclosure resulting in no harm to physical or mental illnessCompany), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiivi) an intentional and a material breach of this Agreement that is not cured violation by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest Employee of the Company's employment policies of which he had notice. Notwithstanding The Employee will be given a reasonable opportunity (30 days maximum, in the foregoing, discretion of the Executive shall not be deemed Company) to have been terminated for cure any of the "Cause" hereunder unless and until there shall have been delivered to provisions that the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Company's Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, deem to be heard before susceptible to cure, if the Board), finding that, in conduct has not been the good faith opinion subject of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationa prior cure.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time time, with or without "Cause (as defined herein), by providing notice of termination to the Executive. Termination by the Company for any of the following reasons (each of which is referred to herein as “Cause". For purposes of this Agreement”) will be effective upon written notice by the Company, "Cause" shall mean that, prior subject to any termination the Executive shall have committedcure period stated herein: (i) an act repeated refusal, failure or neglect by Executive to perform the material duties of willful misconducthis employment or to follow the lawful directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment), fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, provided that such event of “Cause” shall be deemed to occur under this clause (i) only after the Company gives notice thereof to the CompanyExecutive, specifying in reasonable detail the conduct constituting “Cause”, and the Executive’s failure to cure and correct his conduct within 15 days after such notice; (ii) a demonstrably intentional and deliberate commission by the Executive of any act of fraud or failure embezzlement, provided that such event of “Cause” shall be deemed to act, including a gross neglect in duties, (other than as a result of incapacity due occur only after the Company has given 15 days’ notice thereof to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to specifying in reasonable detail the Company; or (iii) an intentional instances of such conduct, and material breach of this Agreement that is not cured by Executive had been provided the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 opportunity to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office heard at a meeting of the Board within 15 days of Directors called and held for the date of such purpose notice; (after reasonable notice iii) breach by the Executive of any employee non-disclosure, non-competition or assignment of inventions agreement entered into during the period of Executive's employment with the Company (including provisions to such effect set forth in this Agreement) that results in a material detriment to the Executive and an opportunity for Company; (iv) the Executive’s conviction of (or plea of guilty or nolo contendere to) a felony or commission of other acts causing or likely to cause a material detriment to the reputation, together goodwill or business of the Company (regardless of whether such act occurred prior to, on or following the Effective Date); (v) habitual abuse of alcohol or drugs; (vi) misrepresentation by Executive, including with his counsel, respect to be heard before the Board), finding that, any matters cited to or otherwise referenced in the good faith opinion D&O questionnaire (and the related rider to the D&O questionnaire) submitted prior to employment and verbal representations made by Executive to the Company relating thereto; or (vii) Executive becoming subject to any litigation or other similar investigation relating to any of Executive’s prior employment, that materially impairs his ability to perform material duties of his employment. Notwithstanding the Boardforegoing, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right no failure of the Executive or the Company to achieve performance goals, alone, shall be treated as a basis for termination of his beneficiaries to contest the validity or propriety of any such determinationemployment for Cause.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's ’s employment at any time with or without "“Cause"”. For purposes of this Agreement, "“Cause" ” shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "“Cause" ” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. (b) The end of the Term, due to the exercise by the Company of its non-renewal right under Section 2.1, shall also constitute termination by the Company of the Executive’s employment, with the giving of such notice by the Company creating a severance payment obligation, which is payable at the end of the notice period.

Termination by the Company. (a) The Company may terminate the Service Period: (i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or (ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's service to the Company; (B) Executive's intentional wrongful damage to the property of the Company; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Company; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the right to terminate the Executive's employment at any time with or without "Cause"Company. For purposes of this Agreement, "CauseGross Misconduct" shall mean that, prior to any termination a willful or grossly negligent act or omission which has or will have a material and adverse impact on the Executive shall have committed: (i) an act business or reputation of willful misconduct, fraud, embezzlement, theftthe Company, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to on the business of the Company; (ii) a demonstrably intentional and deliberate act 's customers or failure suppliers as such relate to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the independent directors of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board)purpose, finding that, in the good faith opinion of the Board, the Executive had has committed an act set forth above and specifying the particulars thereof in detailthis Section 6. Nothing herein shall limit the Executive's right of the Executive or his beneficiaries Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's service shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's service has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act during the Service Period that would have justified a termination for Cause. In addition, Executive’s service shall be deemed to have terminated for Cause, if based on facts and circumstances discovered after Executive’s service has terminated, the Board determines in reasonable good faith, within one year after Executive’s service terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Service Period that would have justified a termination for Cause.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer Board of Directors specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment at any time during the Employment Period with or without "Cause". A termination of the Executive's employment at the end of the Employment Period by the Company providing the notice described in Section 1 hereof, as the same may be extended from time to time as provided in Section 1 hereof, shall be deemed to be a termination of the Executive's employment by the Company without Cause. For purposes of this Agreement, Agreement "Cause" shall mean that, prior to any termination the Executive shall have committedmeans: (i) an commission of any act of willful misconductfraud or gross negligence by the Executive in the course of his employment hereunder which, fraudin the case of gross negligence, embezzlement, theft, has a materially adverse effect on the business or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to condition of the Company; (ii) a demonstrably intentional and deliberate act or failure willful material misrepresentation at any time by the Executive to act, including a gross neglect in duties, the Company; (other than as a result iii) voluntary termination of incapacity due to physical or mental illness), which is committed in bad faith employment by the Executive; (iv) the Executive's willful failure or refusal to comply with any of his material obligations under this Agreement or to comply with a reasonable and lawful instruction of the Board, which causes in each case continues for a period of 15 days after the Executive's receipt of a written notice from the Board identifying the objectionable action or can inaction by the Executive; (v) any conviction of, or plea of guilty or nolo contendere to, any felony, whether of the United States or any state thereof or any similar foreign law to which the Executive may be subject; (vi) any willful or grossly negligent failure substantially to comply with any written rules, regulations, policies or procedures of the Company furnished to the Executive which, if not complied with, would reasonably be expected to cause have a material adverse -6- effect on the business or financial injury to condition of the Company; or (iiivii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or any willful failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of comply with the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination's policies regarding xxxxxxx xxxxxxx.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company or PubCo, as applicable, without any breach of this Agreement only under the following circumstances: (a) The Company Executive’s employment hereunder shall terminate upon his death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive shall have been absent from his duties hereunder for a period of 365 consecutive days during the right to Term of Employment, the Company or PubCo, may terminate the Executive's ’s employment at any time with hereunder. (c) The Company or without "Cause"PubCo, may terminate the Executive’s employment hereunder for “cause” as defined herein. For purposes of this Agreement, "Cause" the Company or PubCo shall mean thathave “cause” to terminate the Executive’s employment hereunder only in the event of a material breach of this Agreement by the Executive, prior which breach is not cured within thirty days after written notice to any termination the Executive shall have committed: (i) an act specifying such breach, or in the event of willful misconductthe Executive’s excessive unauthorized absenteeism, chronic substance abuse, fraud, embezzlement, theft, or any other act constituting conviction of a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, felony (other than as a result vehicular felony). (d) The Company or PubCo may terminate the Executive’s employment other than for cause, death or disability, subject to Section 10(d) hereof. (e) Any termination of incapacity due to physical or mental illness), which is committed in bad faith the Executive’s employment by the Executive, which causes Company or can PubCo (other than termination pursuant to subsection (a) above) shall be expected to cause material financial injury communicated by a written Notice of Termination to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cureExecutive. For purposes of this Agreement, no act, or failure a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in full detail the facts and circumstances claimed to act, on provide the part basis for termination of the 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’s employment under the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationprovision so indicated.

Termination by the Company. (a) The Company shall have the right to may terminate the -------------------------- Executive's employment hereunder at any time with time, whether or without "not for Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, the failure or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, refusal by the Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, perform his duties hereunder (other than as a result of any such failure resulting from the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is committed in bad faith delivered to the Executive by the ExecutiveCompany, which causes demand identifies the manner in which the Company believes that the Executive has not performed such duties, (ii) the engaging by the Executive in willful misconduct or can be expected to cause material financial injury an act of moral turpitude which is materially injurious to the Company; , monetarily or otherwise (including, but not limited to, conduct described in Section 15) or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part conviction of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if doneof, or omitted to be donethe entering of a plea of nolo contendere by, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed with respect to, the best interest of the Companya felony. Notwithstanding the foregoing, the Executive Executive's employment hereunder shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the Board then in office entire membership of the Board, other than the Executive, at a meeting of the Board of Directors called and held for such purpose at which the Executive recuses himself (after reasonable written notice to the Executive and an a reasonable opportunity for the Executive, together with his the Executive's counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationshould be terminated for Cause.

Termination by the Company. (a) The Company shall have the right to may terminate the -------------------------- Executive's employment hereunder at any time with or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive's employment hereunder upon (A) the engaging by the Executive shall have committed: in willful misconduct that is materially injurious to the Company, (iB) an act the embezzlement or misappropriation of willful misconduct, fraud, embezzlement, theft, funds or property of the Company by the Executive or the conviction of the Executive of a felony or the entrance of a plea of guilty by the Executive to a felony or (C) the failure or refusal by the Executive to devote his full business time and attention (as described in Section 3(b) of this Agreement) to the performance of his duties and responsibilities hereunder or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith breach by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach Executive of this Agreement that is in any material respect if such breach has not been cured by the Executive within 30 thirty (30) days after written notice from the President and Chief Executive Officer specifying Preliminary Notice (as defined below) has been given to the breach and requesting a cureExecutive. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the The Executive shall not be deemed to have been terminated for "Cause" hereunder , unless and until there the Company shall have been delivered to given the Executive (i) notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a copy of basis for termination for Cause, (ii) a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Board and (iii) a Notice of Termination stating that, in the good faith opinion judgement of the Board, the Executive had committed an act was guilty of conduct set forth above in clauses (A), (B) or (C) above, and specifying the particulars thereof in reasonable detail. Nothing herein shall limit the right Upon receipt of the Preliminary Notice, the Executive shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such oth er action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationExecutive to be heard.

Termination by the Company. Employee’s employment may be terminated by the Company during the term of this Agreement only as follows: i. At any time without cause upon 90 days prior written notice to Employee; ii. In connection with the expiration of the then-current term of this Agreement with written notice to Employee at least 90 days prior to such expiration date; and iii. At any time without prior written notice to Employee for “Cause”. Termination for Cause shall be defined as any of the following from and after the Effective Date: (a) Any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company or that continues after written notice; (b) Willful failure to perform or gross negligence in connection with the performance of Employee’s duties; (c) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, engaging by Employee in conduct involving moral turpitude or causing that causes material harmand demonstrable injury, financial monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (d) Conviction of or entry of a plea of nolo contendere to a felony; (e) A material breach of this Agreement, including by engaging in action in violation of the restrictive covenants in this Agreement; (f) Any other conduct or activity that the Chief Executive Officer determines in good faith jeopardizes the proper conduct of the Company’s operations if such conduct or activity continues to occur after written notice; or (iig) a demonstrably intentional Death or inability to perform substantially all of the duties of the position due to illness or disability, if such inability lasts longer than ninety (90) days and deliberate cannot be alleviated by reasonable accommodation. No act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith act by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive Employee shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only “willful” if done, or omitted to be done, by the Executive not him in good faith and without with the reasonable belief that his her action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. Notwithstanding anything in this Agreement to the contrary, express or implied, Executive’s employment may be terminated prior to the expiration of the Term immediately by the Company as follows: (a) The Company Whenever Executive is not physically or mentally able or qualified (with reasonable accommodation) to perform the essential functions of Executive’s job; (b) For “Cause,” which shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedbe defined as: (i) an act of willful misconduct, fraud, embezzlement, theft, theft or misappropriation by the Executive of any property of the Company or any other act constituting of its affiliates (each of the Company and its affiliates a felony“Related Company” and, involving moral turpitude or causing material harmcollectively, financial or otherwise, to the Company“Related Companies”); (ii) Executive’s willful breach of any fiduciary duty to Company or any other Related Company; (iii) Executive’s willful refusal to comply with governmental laws or regulations applicable to Company and any other Related Company and their businesses or the reasonable policies of Company or Parent governing the conduct of its employees; (iv) Executive’s gross incompetence in the performance of Executive’s job duties; (v) commission by Executive of a demonstrably intentional and deliberate act felony or of any crime involving moral turpitude, fraud or gross misrepresentation; (vi) the failure of Executive to actperform duties consistent with a commercially reasonable standard of care; (vii) Executive’s refusal to perform Executive’s job duties or to perform reasonable specific directives of Executive’s supervisor or his/her successor or designee, including a gross neglect in duties, (other than as a result the Board of incapacity due to physical Directors of Company and/or the senior officers or mental illness), which is committed in bad faith by Board of Directors of the Executive, which causes or can be expected to cause material financial injury to the CompanyParent; or (iiiviii) an intentional and any gross negligence or willful misconduct of Executive resulting in a significant loss to the Company or any other Related Company; or (c) Upon the occurrence of any material breach (not covered by any of clauses (i) through (viii) of Section 5.2(b) above) of any of the provisions of this Agreement. A material breach of this Agreement that includes, but is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes limited to, any violation of this Agreement, no act, or failure to act, on the part any of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligenceprovisions of Sections 1, but shall be deemed "intentional" only if done6, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination7.

Termination by the Company. (a) The Company shall have may terminate Executive’s employment with the right to terminate the Executive's employment at any time Company with or without "Cause". For purposes of this Agreement, "“Cause" ” shall mean thatthe following events or conditions, prior to any termination as determined by the Executive shall have committedBoard in its reasonable judgment: (ia) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, failure by Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, substantially perform Executive’s duties hereunder (other than as a result of incapacity any such breach or failure due to Executive’s physical or mental illness), which is committed in bad faith by ) and the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach continuance of this Agreement that is not cured by the Executive within such failure for more than 30 days after following Executive’s receipt of written notice from the President Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (b) any failure by Executive to cooperate, if reasonably requested by the Company, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry and Chief Executive Officer specifying the breach and requesting a cure. For purposes continuance of this Agreementsuch failure for more than 30 days following Executive’s receipt of written notice from the Company, no actwhich notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (c) Executive’s engaging in fraud, willful misconduct, or dishonesty that has caused or is reasonably expected to result in material injury to the Company or any of its affiliates; (d) any material breach by Executive of any fiduciary duty owed to the Company or any of its affiliates; (e) Executive’s conviction of, or entering a plea of guilty or nob contendere to, a crime that constitutes a felony; or (f) any material breach by Executive of any of Executive’s obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates and the continuance of such failure to actfor more than 30 days following Executive’s receipt of written notice from the Company, on which notice shall set forth in reasonable detail the part facts or circumstances constituting such failure. A termination for Cause shall include a reasonable determination by the Company following the termination of the 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, Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated Company for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have may terminate Executive’s employment with the right to terminate the Executive's employment at any time Company with or without "Cause". For purposes of this Agreement, "“Cause" ” shall mean thatthe following events or conditions, prior to any termination as determined by the Executive shall have committedBoard in its reasonable judgment: (ia) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, failure by Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, substantially perform Executive’s duties (other than as a result of incapacity any such breach or failure due to Executive’s physical or mental illness), which is committed in bad faith by ) and the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach continuance of this Agreement that is not cured by the Executive within such failure for more than 30 days after following Executive’s receipt of written notice from the President Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (b) any failure by Executive to cooperate, if reasonably requested by the Company, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry and Chief Executive Officer specifying the breach and requesting a cure. For purposes continuance of this Agreementsuch failure for more than 30 days following Executive’s receipt of written notice from the Company, no actwhich notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (c) Executive’s engaging in fraud, willful misconduct, or failure dishonesty that has caused or is reasonably expected to act, on result in material injury to the part Company or any of its affiliates; (d) any material breach by Executive of any fiduciary duty owed to the Executive shall be deemed "intentional" if it was due primarily to an error in judgment Company or negligence, but shall be deemed "intentional" only if doneany of its affiliates; (e) Executive’s conviction of, or omitted to be doneentering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or (f) any material breach by Executive of any of Executive’s obligations under this Agreement or under any other written agreement or covenant with the Company or any of its affiliates, and the continuance of such failure for more than 30 days following Executive’s receipt of written notice from the Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure. A termination for Cause shall include a termination following which the Board reasonably determines that circumstances existed during the Employment Period that would have justified a termination by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated Company for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment this Agreement with or without cause at any time with or without "Cause". For purposes during the term of this AgreementAgreement by giving written notice to the Employee. If the termination is with cause, "Cause" the termination shall mean thatbecome effective on the date specified in the notice. If the termination is without cause, prior the termination date shall be a date at least sixty (60) days following the date of the notice of termination itself, provided that the Company may in its discretion at any time relieve the Employee of his duties and provide him with pay in lieu of notice. In the event that this Agreement is terminated by the Company without cause, the Company shall pay to any termination the Executive shall have committedEmployee: (i) an act compensation equal to continuation of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the CompanyEmployee's base salary for one (1) year; (ii) a demonstrably intentional lump sum payment of 100% of the Employee's greatest annual incentive compensation paid in the previous two years; (iii) payment of 100% of health, dental and deliberate disability benefits for the subsequent one year period and (iv) all amounts of the employee's salary deferral under the Company's Deferred Compensation Plan plus accrued interest at the current federal interest rate guidelines. (b) For purposes of this Section 5, "cause" shall mean (i) a material breach by the Employee of any covenant or condition hereunder or a material failure of performance by the Employee under this Agreement; (ii) abandonment by the Employee of his duties hereunder; (iii) the commission by the Employee of any act or failure omission constituting gross negligence, dishonesty, fraud, immoral or disreputable conduct which is, or in the reasonable opinion of the Company's Board of Directors, is likely to actbe, including harmful to the Company or its reputation; (iv) conviction of, or a gross neglect plea or nolo contenders by, the Employee of a violation of any federal, state or local law, rule regulation or ordinance; or (v) material violation by the Employee of the Company's material policies as set forth in dutiesthe Company's personnel handbook, (other than as a result of incapacity due if one has been adopted, or announced by Company management from time to physical time, and, with respect to subparts i, ii, iii or mental illness)v, which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury violation remains uncured to the Company; or 's satisfaction thirty (iii30) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from to the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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, Employee by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have Company regarding such violation has been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationprovided.

Termination by the Company. (a) The Company shall have During the right to terminate Employment Period, the Executive's ’s employment at may be terminated by the Company under any time with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedfollowing circumstances: (i) upon the inability of the Executive to perform the essential functions of his position with or without reasonable accommodation, which inability continues for a consecutive period of 120 days or longer or an act aggregate period of 180 days or longer (“Incapacity”), in either instance during the Employment Period; (ii) for “Cause,” defined as (A) any willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to grossly negligent conduct by Executive that demonstrably and materially injures the Company; (iiB) any act by the Executive of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any subsidiary; (C) the Executive being convicted of, confessing to, or becoming the subject of proceedings that provide a demonstrably reasonable basis for the Company to believe the Executive has engaged in, a felony or any crime involving dishonesty or moral turpitude; (D) the Executive’s intentional and deliberate act repeated violation of the written policies or failure to act, including a gross neglect in duties, (other than as a result procedures of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (E) the Executive violating any provision of Section 5 of this Agreement; (F) the Executive’s willful and continued failure for a significant period of time to perform Executive’s duties; and (iii) an intentional and material breach of this Agreement that is not cured by for any other reason (a termination without “Cause”). The Company shall give the Executive within 30 days after written notice from the President and Chief Executive Officer of termination specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part which of the Executive foregoing provisions is applicable and (in the case of clause (i) or (ii) the factual basis therefore, and the termination shall be deemed "intentional" if it was due primarily to an error in judgment or negligenceeffective upon the 30th day after such notice is given (hereinafter, but shall be deemed "intentional" only if done, or omitted the date on which the Executive ceases to be donean employee of the Company for any reason (including, without limitation, by action of the Executive not in good faith and without reasonable belief that his action or omission was inExecutive), whether or not opposed toduring the Employment Period, is referred to as the best interest “Date of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the BoardTermination”), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with time, whether or without "not for Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act continued failure by the Executive to substantially perform the duties contemplated by Section 4 hereof, which failure is not remedied within twenty (20) days after a written notice of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, such failure is delivered to the Executive by the Company, which notice identifies with particularity the manner in which the Company believes that the Executive has failed to perform his duties under Section 4 of this Agreement; (ii) the conviction (after exhausting all appeals) of the Executive of, or the entering of a demonstrably intentional and deliberate plea of nolo contendere by, the Executive with respect to a felony; (iii) Executive's willful malfeasance or willful misconduct in connection with Executive's duties hereunder or any willful act or willful omission which is materially injurious to the financial condition or business reputation of the Company or any significant subsidiary; (iv) Executive's breach of the provisions of Section 14 of this Agreement; or (v) Executive's failure to act, including a gross neglect in duties, perform his duties at the Company's executive offices or one of the Company's facilities at least four (4) weekdays per week (other than as a result absences due to business related travel, illness, vacation or other absences generally excused for executive officers). Action or inaction by Executive shall not be considered "willful" unless done or omitted by Executive intentionally and without Executive's reasonable belief that Executive's action or inaction was in the best interest of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach . The cessation of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes employment of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated be for "Cause" hereunder Cause unless and until prior to such termination there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the disinterested membership of the Board then in office at a meeting of the such Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity for the Executiveopportunity, together with his counsel, to be heard before the such Board), finding finding, that, in the good faith opinion of the Board, the Executive had committed an act set forth above is guilty of the conduct described in clause (i), (ii), (iii), (iv) or (v) above, and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. Your employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Company shall have Immediately, upon your death, without notice to your estate. (b) Upon written notice to you, if, as a result of a physical or mental disability or illness, you are unable to perform the right to terminate the Executive's employment at any time essential functions of your job, with or without "Cause"the provision of a reasonable accommodation, for a period of at least seven (7) months during the Term, and are unable to provide the Company with a note from your treating physician that provides for a definite and reasonable return to work date. (c) For cause, defined for purposes of this Agreement, as: (i) you are convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor; (ii) you engage in conduct that constitutes willful neglect or willful misconduct in carrying out your duties under this Agreement, and such breach remains uncured following fifteen (15) days prior written notice given by the Company to you specifying such breach, provided such breach is capable of being cured; (iii) you breach any representation, warranty, covenant or term of this Agreement, including among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days prior written notice specifying such breach given by the Company to you, provided such breach is capable of being cured; (iv) your act of fraud or dishonesty in the performance of your job duties; (v) you intentionally engage in conduct which impacts negatively on the reputation or image of the Company, its affiliates, or any of their respective products; and/or (vi) your use of or addiction to illegal drugs. (d) Without cause, subject to the provisions of Section 10(d), below. (e) Any termination of your employment by the Company (other than termination pursuant to subsection (a) above) shall be communicated by a written Notice of Termination to you. For purposes of this Agreement, "Cause" a “Notice of Termination” shall mean that, prior to any a notice that shall indicate the specific termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect provision in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationrelied upon.

Termination by the Company. (a) The Company shall have may terminate Executive’s employment during the right to terminate the Executive's employment at any time Term with or without "Cause by giving written Notice of Termination (as defined below) to Executive. Termination by the Company of Executive’s employment for “Cause". For purposes of this Agreement, "Cause" ” shall mean that, prior to any termination the Executive shall have committed: (i) an act of upon the willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, and continued failure by Executive to substantially perform Executive’s duties with the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, Company (other than as a result of any such failure resulting from Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Chairman of the Board, which demand specifically identifies the manner in which the Chairman of the Board believes that Executive has not substantially performed Executive’s duties, and Executive is given a reasonable opportunity to remedy such identified failure to perform, or (ii) the willful engaging by Executive in conduct which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury demonstrably and materially injurious to the Company; , monetarily or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cureotherwise. For purposes of this Agreementsubsection, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his Executive’s action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his Executive’s counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Board Executive had committed an act was guilty of conduct set forth above in this subsection and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. The Executive’s employment hereunder shall be terminated as follows: (a) The Executive’s employment hereunder shall be terminated automatically upon the Executive’s death. (b) The Company shall have the right to may terminate the Executive for “Cause.” Any of the following actions by the Executive shall constitute “Cause”: (i) Willful failure to perform the duties or obligations hereunder or willful misconduct by the Executive in respect of such duties or obligations, including, without limitation, willful failure, disregard or refusal by the Executive to abide by lawful specific directions received by the Executive from the Board of Directors; (ii) Any willful, intentional or grossly negligent act by the Executive having the effect of injuring, in a material way, whether financial or otherwise, the business or reputation of the Company or any of its subsidiaries or Two River; (iii) Any material violation of the material provisions of the Company’s Personnel Policies and Procedures Manual, a copy of which has been provided to you; (iv) The Executive's ’s indictment of any felony or a misdemeanor involving moral turpitude; (v) Any misappropriation or embezzlement of the property of the Company or its subsidiary (whether or not a misdemeanor or felony); and (vi) Material breach by the Executive of any of the provisions of Sections 5, 6 or 7 of this Agreement. In any case where the Executive’s action or inaction that may constitute Cause is capable of being cured, such action or inaction shall not constitute Cause if such action or inaction is cured by the Executive within 30 days receipt of written notice from the Company of the action or inaction. (c) The Executive’s employment at any time with or without "Cause"hereunder may be terminated by the Board of Directors of the Company due to the Executive’s Disability. For purposes of this Agreement, "Cause" a termination for “Disability” shall mean that, prior occur (i) when the Chief Executive Officer of the Company has provided a written termination notice to any termination the Executive supported by a written statement from a reputable independent physician to the effect that the Executive shall have committed: become so physically or mentally incapacitated as to be unable to resume, even with any reasonable accommodations, within the ensuing twelve (i12) an act months, his employment hereunder by reason of willful misconduct, fraud, embezzlement, theftphysical or mental illness or injury, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) upon rendering of a demonstrably intentional and deliberate act written termination notice by the Chief Executive Officer of the Company after the Executive has been unable, even with any reasonable accommodations, to substantially perform his duties hereunder for one hundred twenty (120) or failure to actmore consecutive days, including a gross neglect or more than one hundred eighty (180) days in dutiesany consecutive twelve month period, (other than as a result by reason of incapacity due to any physical or mental illnessillness or injury. For purposes of this Section 8(c), which is committed the Executive agrees to make himself available and to cooperate in bad faith any reasonable examination by a reputable independent physician retained by the Company. (d) The Executive, which causes or can ’s employment hereunder may be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured terminated by the Executive within 30 days after written notice from Board of Directors of the President and Chief Executive Officer specifying Company (or its successor) upon the breach and requesting occurrence of a cureChange of Control. For purposes of this Agreement, no act“Change of Control” means a merger, acquisition or failure to act, on other business combination resulting in (i) the part acquisition of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment all or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest substantially all of the Company. Notwithstanding ’s then outstanding securities (not including in the foregoingsecurities beneficially owned by such person), or (ii) the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted disposition by the affirmative vote Company (whether direct or indirect, by sale of not less assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than three-quarters a merger effected exclusively for the purpose of changing the domicile of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the BoardCompany), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have Notwithstanding any of the right to foregoing provisions in this Amended Agreement, the Company, by action of the Board, may terminate the Executive's employment of Executive hereunder without notice at any time with for Cause or without "Cause". For purposes of this Amended Agreement, "“Cause" shall mean that” includes, prior to any termination the Executive shall have committedbut is not limited to: (i) an act any material breach of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the terms of this Amended Agreement which negatively impacts Company; (ii) a demonstrably intentional and deliberate act personal dishonesty, fraud, disloyalty, or failure to act, including a gross neglect theft; (iii) disclosure of Company’s confidential information except in duties, (other than as a result the course of incapacity due to physical or mental illness), which is committed in bad faith performing her duties while employed by the Executive, which causes or can be expected to cause material financial injury to the Company; (iv) willful illegal or (iii) an intentional and material breach of this Agreement that is not cured by disruptive conduct which impairs the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementreputation, no act, goodwill or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest business position of the Company; (v) breach of fiduciary duty involving personal profit; (vi) any order or request for removal of Executive by any regulatory authority having jurisdiction over Company; (vii) or Executive’s disability, as defined in any disability insurance policy with benefits payable to Executive, or if there is no such disability insurance policy, then as defined in Company or Bank’s established policy applicable to executive officers (“Disability”). Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the members of the Board then in office at a duly constituted meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive had committed an act set forth above was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons therefor. Nothing herein The Executive shall limit have the right to appear and defend Executive at any meeting of the Executive or his beneficiaries to contest the validity or propriety of any Board at which such determinationa resolution is considered.

Termination by the Company. (a) a. The Company shall have the right to Company, by action of its Board, may terminate the Executive's employment under this Agreement without Cause (as defined in herein below) at any time with or without "Cause"by giving notice thereof to the Executive at least sixty (60) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of Employment. b. The Company, by action of its Board, may terminate the Executive's employment under this Agreement for Cause at any time by notifying the Executive of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "Cause" shall mean that, prior to any termination means the Executive shall have committedExecutive's: (i) an persistent and repeated refusal, failure or neglect to perform the material duties of his employment under this Agreement, provided that such Cause shall be deemed to occur only after the Company gave notice thereof to the Executive specifying in reasonable detail the conduct constituting Cause, and the Executive failed to cure and correct his conduct within thirty (30) days after such notice; (ii) committing any act of willful misconduct, fraud, fraud or embezzlement, theftprovided that such Cause shall be deemed to occur only after the Company gave notice thereof to the Executive specifying in reasonable detail the instances of such conduct, and the Executive had the opportunity to be heard at a meeting of the Board; (iii) breach of the Employee Non-Disclosure and Non-Competition Agreement or any of such other act constituting subsequent agreements entered into during the Employment Period that results in a felony, involving moral turpitude or causing material harm, financial or otherwise, detriment to the Company; (iiiv) conviction of a demonstrably intentional and deliberate act or failure felony (including pleading guilty to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illnessfelony), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiiv) an intentional and material breach habitual abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive fails to perform the Executive’s duties hereunder for a period of seven (7) months during the Term and is unable to provide the Company shall have with a note from the right Executive’s treating physician that provides for a definite and reasonable return to work date, the Company may terminate the Executive's ’s employment at any time with or without "Cause"hereunder. (c) The Company may terminate the Executive’s employment hereunder for “cause” (as hereinafter defined). For purposes of this Agreement, "Cause" “cause” shall mean that, prior to any termination the Executive shall have committedmean: (i) an the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive’s duties under this Agreement, and such breach remains uncured following fifteen (15) days prior written notice given by the Company to the Executive specifying such breach, provided such breach is capable of being cured; (iii) the Executive has breached any material representation, warranty, covenant or term of this Agreement, including among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days’ prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive’s act of willful misconduct, fraud, embezzlement, theft, fraud or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to deceit in the performance of the Executive’s job duties which xxxxx the Company; (iiv) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President intentionally engages in conduct which impacts negatively and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion ’s abuse of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. The Executive's employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Company Executive's employment hereunder shall terminate upon his death. (b) If, as a result of the Executive's incapacity and disability due to physical or mental illness, the Executive shall have the right to been absent from his duties hereunder for a period of 365 (c) The Company may terminate the Executive's employment at any time with or without hereunder for "Cause"cause" as defined herein. For purposes of this Agreement, "Causecause" shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive's duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive's act of fraud or failure to act, dishonesty in the performance of the Executive's job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates, or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, 's use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (ai) the Officer as soon as practicable after the Effective Date of Termination, but in no event later than 90 days thereafter. (ii) If the Merger Agreement is terminated and the Merger (as defined therein) abandoned, then this Agreement shall be void ab initio, neither party shall have any further rights or obligations hereunder, and, all prior agreements between the Officer and the Company and/or the Bank shall remain and continue in full force and effect in accordance with their terms, as if this Agreement had not been adopted. (b) The Company Officer shall have the no right to terminate receive compensation or other benefits under this Agreement for any period after the ExecutiveEffective Date of Termination if the Officer's employment at any time with or without is terminated for "Cause". For purposes of cause." As used in this Agreement, "Causetermination for cause" shall mean that, prior to any a termination for "cause" by either the Executive Company or the Bank and "cause" shall have committed: mean (i) an act willful and continued failure by the Officer to materially perform his duties under this Agreement after at least one warning in writing from the Company's Board of Directors identifying specifically any such material failure and offering a reasonable opportunity to cure such failure (provided, that failure to achieve performance goals shall in no event be grounds for termination for "cause" hereunder); (ii) the willful misconduct, fraud, embezzlement, theft, engaging by the Officer in material misconduct which causes material injury to the Company or any other act constituting the Bank as specified in a felony, involving moral turpitude or causing material harm, financial or otherwise, written notice to the Officer from the Board of Directors of the Company; (iiiii) material breach of fiduciary duty involving personal profit; or (iv) conviction of a demonstrably intentional and deliberate crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board of Directors of the Company to refrain from such behavior. No act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, act on the part of the Executive Officer shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if considered willful unless done, or omitted to be done, by the Executive Officer not in good faith and without reasonable belief that his the action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding Any termination of the foregoing, the Executive shall not be deemed to have been terminated Officer for "Causecause" hereunder unless and until there shall have been delivered to the Executive be based upon a copy finding of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting Special Majority of the Board of Directors called and held for such purpose (after reasonable Directors, with notice thereof given to the Executive and an opportunity for the Executive, together Officer in accordance with his counsel, to be heard before the BoardSection 9(d), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to Company, by action of its Board, may terminate the Executive's employment under this Agreement without Cause (as defined in herein) at any time with or without "Cause"by giving notice thereof to the Executive at least ninety (90) days before the effective date of such termination. The Employment Period shall terminate AS of the date of such termination of employment. (b) The Company, by action of its Board, may terminate the Executive's employment under this Agreement for Cause at any time by notifying the Executive of such termination. For all purposes of this Agreement, the Employment Period shall end as of the date of such termination of employment. "Cause" shall mean that, prior to any termination means the Executive shall have committedExecutive's: (i) an persistent and repeated refusal, failure or neglect to perform the material duties of his/her employment under this Agreement (other than by reason of the Executive's physical or mental illness or impairment), provided that such Cause shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting Cause, and the Executive has failed to cure and correct his/her conduct within thirty (30) days after such notice; (ii) committing any act of willful misconduct, fraud, fraud or embezzlement, theftprovided that such Cause shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the instances of such conduct, and the Executive has had the opportunity to be heard at a meeting of the Board; (iii) breach of the Employee Non-Disclosure, Non-Competition and Assignment of Inventions Agreement or any of such other act constituting subsequent agreements entered into during the Employment Period that results in a felony, involving moral turpitude or causing material harm, financial or otherwise, detriment to the Company; (iiiv) conviction of a demonstrably intentional and deliberate act or failure felony (including pleading guilty to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illnessfelony), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiiv) an intentional and material breach habitual abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Executive’s employment hereunder shall terminate upon the Executive’s death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive fails to perform the Executive’s duties hereunder for a period of seven (7) months during the Term and is unable to provide the Company shall have with a note from the right Executive’s treating physician that provides for a definite and reasonable return to work date, the Company may terminate the Executive's ’s employment at any time with or without "Cause"hereunder. (c) The Company may terminate the Executive’s employment hereunder for “cause” (as hereinafter defined). For purposes of this Agreement, "Cause" “cause” shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive’s duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days’ prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive’s act of fraud or failure to act, deceit in the performance of the Executive’s job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, ’s use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (a) The Company shall have the right to may terminate the ExecutiveEmployee's employment hereunder at any time with for or without "Cause". For purposes of this Agreement, the Company shall have "Cause" shall mean that, prior to any termination terminate the Executive shall have committed: Employee's employment hereunder upon (iA) an act of the engaging by the Employee in gross negligence or willful misconduct, fraud, embezzlement, theftmisconduct which is materially monetarily injurious to the Company and its subsidiaries on a consolidated basis, or any other act constituting (B) the conviction of the Employee of a felony, felony involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cureturpitude. For purposes of this Agreementparagraph, no act, or failure to act, on the Employee's part of the Executive shall be deemed considered "intentionalwillful" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if unless done, or omitted to be done, by the Executive him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive The Employee shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there the Company shall have been given or delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose Employee (after i) reasonable notice (the "Preliminary Notice of Cause") setting forth, in reasonable detail the facts and circumstances claimed to the Executive and an provide a basis for termination for Cause, (ii) a reasonable opportunity for the ExecutiveEmployee to cure any action alleged as the basis for termination under clause (A) above, (iii) a reasonable opportunity for the Employee, together with his counsel, to be heard before the Board), finding and (iv) a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive had committed an act Employee was guilty of conduct set forth above and specifying the particulars thereof in detailclauses (A) or (B) above. Nothing herein shall limit the right Upon receipt of the Executive Preliminary Notice of Cause, the Employee shall have thirty (30) days in which to appear before the Board with counsel, or his beneficiaries take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to contest as a reasonable opportunity for the validity or propriety of any such determinationEmployee to be heard.

Termination by the Company. (a) The Company shall have the right to may terminate the ExecutiveEmployee's employment at any time during the Employment Period with or without "Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedmeans: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and Employee's material breach of this Agreement that or any other document, agreement or contract to which the Employee and the Company are a party, which constitutes a material nonperformance by the Employee of his obligations and duties hereunder or thereunder, as reasonably determined by the Board of Directors of the Company, which is not cured by the Executive remedied within 30 thirty (30) days after receipt of written notice from the President and Chief Executive Officer Company specifying such breach; (ii) the breach and requesting Employee's intentional failure to adhere to any material written policy of the Company, which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such failure; (iii) the Employee's appropriation (or attempted appropriation) of a cure. For purposes material 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; (iv) the Employee's commission of (or attempt to commit) an act of fraud, illegality, theft or willful misconduct toward the Company in the course of employment with the Company that relates to the Company's assets, activities, operations or other employees; (v) the Employee's conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest or deferred adjudication with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; (vi) the Employee's absence from his duties without the consent of the Company's Board of Directors for more than ten (10) consecutive business days for reasons other than vacation authorized under this Agreement, no actillness or injury; (vii) a material breach by the Employee of Section 6 or Section 9 hereof; or (viii) the intentional failure of the Employee to carry out, or failure to actcomply with, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting any material respect any directive of the Board of Directors called and held for consistent with the terms of this Agreement, which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationfailure.

Termination by the Company. (a) The Company shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes of this Agreement, "CauseCAUSE" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, act (other than as a result of incapacity due to physical or mental illness), ) which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iiiiii)(a) an intentional and material breach of this Agreement that or (b) a material breach of this Agreement resulting from the gross negligence of Executive that, in either event, causes material harm to the Company and is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer Board of Directors specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company may terminate the employment of Executive without Cause in accordance with Section 1.3. The Company may terminate the employment of the Executive for Cause, provided that the Company, as applicable, shall notify Executive in writing setting forth in reasonable detail the basis for the proposed termination and Executive shall have the right opportunity to terminate be heard by the Board of Directors (represented by counsel at Executive’s own expense) prior to her employment termination date as set forth in the Notice of Termination. The term “Cause” shall mean (i) a breach by Executive of any of the material terms of this Agreement in each case which breach, if subject to cure, is not cured within 15 days following notice from the Company thereof, (ii) the commission of any act of fraud, embezzlement or dishonesty by the Executive which was intended to result in substantial gain or personal enrichment of the Executive at the expense of the Company, (iii) any unauthorized use or disclosure by the Executive of confidential information or trade secrets of the Company (or any parent or subsidiary) or any breach of the Executive's employment at ’s proprietary information agreement with the Company (or any time parent or subsidiary), (iv) the Executive’s violation of a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company, (v) any material dereliction of the Executive’s duties continuing for 15 days after notice thereof from the Company, or (vi) any other intentional misconduct by such person adversely affecting the business or affairs of the Company (or any parent or subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Company (or any parent or subsidiary) to discharge or dismiss the Executive in the service of the Company (or any parent or subsidiary) for any other acts or omissions in accordance with the terms hereof, but such other acts or without "Cause". For omissions shall not be deemed, for purposes of this Agreement, "to constitute grounds for termination for Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. (a) The Company shall have the right to may terminate the ExecutiveEmployee's employment with the Company for any reason at any time with after the second anniversary of the Effective Date upon one year's written notice, and, in no case to be effective earlier than the third anniversary of the Effective Date. The Company may also terminate the Employee's employment for Cause. A termination for Cause must be for one or without "Cause". For purposes more of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committedfollowing reasons: (i) an conduct by the Employee constituting a material act of willful misconductmisconduct in connection with the performance of his duties, fraudincluding, embezzlementwithout limitation, theftviolation of the Company's policy on sexual harassment, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to willful misconduct as determined in the sole discretion of the Company; (ii) a demonstrably intentional continued, willful and deliberate act or failure to act, including a gross neglect in duties, non-performance by the Employee of his duties hereunder (other than as a result by reason of incapacity due to the Employee's physical or mental illness), which is committed in bad faith by the Executive, which causes incapacity or can be expected to cause material financial injury to the Companydisability) where such non-performance has continued for more than 10 days following written notice of such non-performance; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, Employee's refusal or failure to act, on the part follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligenceEmployee, but shall be deemed "intentional" only if donea plea of nolo contendere by the Employee, or omitted to be done, other conduct by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding Employee that, as determined in the good faith opinion sole discretion of the Board, has resulted in, or would result in if he were retained in his position with the Executive had committed an act set forth above and specifying Company, material injury to the particulars thereof in detail. Nothing herein shall limit the right reputation of the Executive Company, including, without limitation, conviction of fraud, theft, embezzlement, or his beneficiaries to contest a crime involving moral turpitude; (v) a breach by the validity or propriety Employee of any such determinationof the provisions of this Agreement; or (vi) a violation by the Employee of the Company's employment policies.

Termination by the Company. (a) “For Cause”. The Company may terminate Employee’s employment hereunder ten (10) days after written notice to Employee “for cause,” which shall have the right to terminate the Executive's employment at any time with or without "Cause". For purposes be: (i) Employee’s material breach of this Agreement, "Cause" shall mean thatwhich breach is not cured within ten (10) days of receipt by Employee of written notice from the Company specifying the breach; (ii) Employee’s gross negligence in the performance of his material duties hereunder, prior or the intentional nonperformance or mis-performance of such duties, which actions continue for a period of at least ten (10) days after receipt by Employee of written notice of the need to any termination cure or cease; (iii) Employee’s failure to abide by or comply with the directives of the Board, his superior officers or the policies and procedures of the Company or his failure to cooperate with the Chief Executive shall have committed: Officer of the Company, in each case as determined by the Board; (iiv) an act of Employee’s willful misconductdishonesty, fraud, embezzlementor misconduct with respect to the business or affairs of the Company, theft, and that in the reasonable judgment of the Company materially and adversely affects the operations or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to reputation of the Company; (iiv) Employee’s conviction of a demonstrably intentional and deliberate act felony or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Companycrime involving moral turpitude; or (iiivi) an intentional and material breach Employee’s abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment drugs (legal or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding illegal) that, in the good faith opinion Company’s reasonable judgment, substantially impairs Employee’s ability to perform his reasonable duties hereunder. In the event of a termination “for cause,” as enumerated above, Employee shall have no right to any severance compensation. 5. All other provisions of the BoardEmployment Agreement shall continue in full force and effect without further modification. 6. By affixing his signature hereto, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right corporate officer of the Executive or his beneficiaries Company represents and warrants that this Agreement, in its present form, has been fully authorized and agreed to contest by the validity or propriety of any such determinationBoard.

Termination by the Company. The Company may terminate the Executive’s employment hereunder (ai) The for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the purposes of this Agreement, the Company shall have the right “Cause” to terminate the Executive's ’s employment at hereunder upon (A) the engaging by the Executive in gross negligence or wilful misconduct which is demonstrably injurious to the Company or any time of its subsidiaries, or (B) wilful and intentional failure to comply in all material respects with the direction of the Company, or without "Cause"(C) the wilful and intentional material breach of this Employment Agreement; provided in each case that the Board shall have first provided the Executive with written notice identifying the act or acts or failure or failures to act or comply said to constitute Cause within 90 days after the occurrence of such act or failure to act or comply, or within 90 days of when the Company should have been reasonably expected to know of such occurrence, and the Executive shall have failed to cure the deficiency within 30 days after receipt of such notice, and the Company terminates Executive’s employment within 60 days following the expiration of the cure period in the event the deficiency is not cured; or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreementparagraph, no act, or failure to act, on the Executive’s part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if considered “wilful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his said action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. The Executive’s employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Company Executive’s employment hereunder shall terminate upon the Executive’s death. (b) If, as a result of the Executive’s incapacity and disability due to physical or mental illness, the Executive shall have been absent from the right Executive’s duties hereunder for a period of seven (7) months during the Term and is unable to provide the Company with a note from the Executive’s treating physician that provides for a definite and reasonable return to work date, the Company may terminate the Executive's ’s employment at any time with or without "Cause"hereunder. (c) The Company may terminate the Executive’s employment hereunder for “cause” (as hereinafter defined). For purposes of this Agreement, "Cause" “cause” shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive’s duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days’ prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive’s act of fraud or failure to act, deceit in the performance of the Executive’s job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, ’s use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment at any time with the Company with or without "Cause". For purposes of this Agreement, "Cause" shall mean thatthe following events or conditions, prior to any termination as determined by the Executive shall have committedBoard in its reasonable judgment: (ia) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, failure by Executive to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, substantially perform Executive's duties (other than as a result of incapacity any such breach or failure due to Executive's physical or mental illness), which is committed in bad faith by ) and the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach continuance of this Agreement that is not cured by the Executive within such failure for more than 30 days after following Executive's receipt of written notice from the President Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (b) any failure by Executive to cooperate, if reasonably requested by the Company, with any investigation or inquiry into Executive's or the Company's business practices, whether internal or external, including, but not limited to, Executive's refusal to be deposed or to provide testimony at any trial or inquiry and Chief Executive Officer specifying the breach and requesting a cure. For purposes continuance of this Agreementsuch failure for more than 30 days following Executive's receipt of written notice from the Company, no actwhich notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (c) Executive's engaging in fraud, willful misconduct, or dishonesty that has caused or is reasonably expected to result in material injury to the Company or any of its affiliates; (d) any material breach by Executive of any fiduciary duty owed to the Company or any of its affiliates; (e) Executive's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or (f) any material breach by Executive of any of Executive's obligations under this Agreement or under any other written agreement or covenant with the Company or any of its affiliates and the continuance of such failure to actfor more than 30 days following Executive's receipt of written notice from the Company, on which notice shall set forth in reasonable detail the part facts or circumstances constituting such failure. A termination for Cause shall include a reasonable determination by the Company following the termination of the 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, Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated Company for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Termination by the Company. Notwithstanding the provisions of paragraph 2, the Company may terminate the employment of Executive under this Agreement if any of the following occur: (a) The Company shall have the right death of Executive; (b) the Executive becomes, in the good faith opinion of the Board of Directors, physically or mentally disabled, for a period of more than six (6) consecutive months, to terminate the Executive's employment extent he is unable to perform his duties hereunder; (c) for any reason, or for no reason, at the end of the initial three (3) year term of this Agreement or any time with or without "renewal thereof; or (d) for “Cause". For ”, which for purposes of this Agreement, "Cause" Agreement shall mean that, prior to any termination the Executive shall have committed: (i) an act has engaged in gross negligence or willful misconduct in the performance of willful misconductthe duties required of him hereunder, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional has willfully refused without proper legal reason to perform the duties and deliberate responsibilities required of him hereunder (provided, however, that no act or failure to act, including a gross neglect in duties, act pursuant to subsections (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or i) and (iiiii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive above shall be deemed "intentional" “willful” if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only negligence or if done, or omitted to be done, by the Executive not made in good faith and without with reasonable belief that his action or omission was in, or not opposed to, such act is in the best interest of the Company. Notwithstanding ), (iii) has materially breached any material provision of this Agreement (and such breach remains uncorrected 30 days following Executive’s receipt of written notice of the foregoingbreach from the Company), or (iv) the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to commits, is arrested or officially charged with any felony, or any crime involving moral turpitude, which, in the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters good faith opinion of the Board then in office Company, would impair Executive’s ability to perform his duties hereunder or would impair the business reputation of the Company or Executive misappropriates any funds or property of the Company; provided, however, that Executive’s employment may be terminated pursuant to this paragraph 11(d) only if such termination is approved by at a meeting least two-thirds of the members of the Board of Directors called and held after Executive has been given written notice by the Company of the specific reason for such purpose (after reasonable notice to the Executive termination and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, Board of Directors. Members of the Board of Directors may participate in any hearing that is required pursuant to this paragraph 11(d) by means of conference telephone or similar communications equipment whereby all persons participating in the good faith opinion hearing can hear and speak to each other; provided, however, that at least one-half of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right members of the Executive or his beneficiaries to contest Board of Directors shall attend the validity or propriety of any such determinationhearing in person.

Termination by the Company. The Executive's employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Company Executive's employment hereunder shall terminate upon his death. (b) If, as a result of the Executive's incapacity and disability due to physical or mental illness, the Executive shall have been absent from his duties hereunder for a period of 365 consecutive days during the right to Term of Employment, the Company may terminate the Executive's employment at any time with or without hereunder. (c) The Company may terminate the Executive's employment hereunder for "Cause"cause" as defined herein. For purposes of this Agreement, "Causecause" shall mean that, prior to any termination the Executive shall have committedmean: (i) an act of willful misconduct, fraud, embezzlement, theftthe Executive is convicted of, or any other act constituting pleads guilty or nolo contendere to, a felony, felony or crime involving moral turpitude or causing material harm, financial or otherwise, to the Companyturpitude; (ii) a demonstrably intentional the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out the Executive's duties under this Agreement, and deliberate act or failure to act, including a gross neglect in duties, such breach remains uncured following fifteen (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith 15) days prior written notice given by the Executive, which causes or can be expected to cause material financial injury Company to the CompanyExecutive specifying such breach, provided such breach is capable of being cured; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes has breached any material representation, warranty, covenant or term of this Agreement, no actincluding among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive's act of fraud or failure to act, dishonesty in the performance of the Executive's job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment reputation or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest image of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy its affiliates, or any of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose their respective products; and/or (after reasonable notice to the Executive and an opportunity for vi) the Executive, together with his counsel, 's use of or addiction to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationillegal drugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment hereunder at any time with time, whether or without "not for Cause". For purposes of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of the continuous and willful misconduct, fraud, embezzlement, theft, failure or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, refusal by the Executive to perform the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, Executive's duties hereunder (other than as a result of any such failure resulting from the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is committed in bad faith delivered to the Executive by the ExecutiveCompany, which causes or can be expected to cause material financial injury demand identifies with particularity the manner in which the Company believes that the Executive has not performed such duties, (ii) the engaging by the Executive in willful misconduct which is materially injurious to the Company; , monetarily or otherwise (including, but not limited to, conduct which violates Section 16 hereof) or an act of moral turpitude which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct which violates Section 16 hereof) or (iii) an intentional and material breach the conviction of this Agreement that is not cured by the Executive within 30 days after written notice from of, or the President and Chief entering of a plea of nolo contendere by, the Executive Officer specifying the breach and requesting with respect to a curefelony. For purposes of this Agreementprovision, no act, act or failure to act, on the part of the Executive shall be deemed considered "intentionalwillful" if unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that the Executive's action or omission was due primarily in the best interests of the Company. Any act, or failure to an error in judgment act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or negligence, but based upon the advice of counsel for the Company shall be deemed "intentional" only if conclusively presumed to be done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, in the best interest interests of the Company. Notwithstanding the foregoing, The cessation of employment of the Executive shall not be deemed to have been terminated be for "Cause" hereunder Cause unless and until prior to such termination there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters a majority of the disinterested membership of the Board then in office of Directors at a meeting of the such Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity for the Executive, together with his counsel, to be heard before the Boardsuch Board of Directors), finding finding, that, in the good faith opinion of the BoardBoard of Directors, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right is guilty of the Executive conduct described in clause (i), (ii) or his beneficiaries to contest the validity or propriety of any such determination(iii) above.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time time, with or without "Cause (as defined herein), by providing notice of termination to the Executive. Termination by the Company for any of the following reasons (each of which is referred to herein as “Cause". For purposes of this Agreement”) will be effective upon written notice by the Company, "Cause" shall mean that, prior subject to any termination the Executive shall have committedcure period stated herein: (i) an act repeated refusal, failure or neglect by Executive to perform the material duties of willful misconducthis employment or to follow the directions of the Company’s and/or Payoneer Global’s Board of Directors (other than by reason of the Executive’s physical or mental illness or impairment), fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, provided that such event of “Cause” shall be deemed to occur under this clause (i) only after the Company gives notice thereof to the CompanyExecutive, specifying in reasonable detail the conduct constituting “Cause”, and the Executive’s failure to cure and correct his conduct within 15 days after such notice; (ii) a demonstrably intentional and deliberate commission by the Executive of any act of fraud or failure embezzlement, provided that such event of “Cause” shall be deemed to act, including a gross neglect in duties, (other than as a result of incapacity due occur only after the Company has given 15 days’ notice thereof to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to specifying in reasonable detail the Company; or (iii) an intentional instances of such conduct, and material breach of this Agreement that is not cured by Executive had been provided the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 opportunity to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office heard at a meeting of the Company’s Board of Directors called and held for within 15 days of the date of such purpose notice; (after reasonable notice iii) breach by the Executive of any employee non-disclosure, non- competition or assignment of inventions agreement entered into during the period of Executive's employment with the Company (including provisions to such effect set forth in this Agreement) that results in a material detriment to the Executive and an opportunity for Company and/or Payoneer Global; (iv) the Executive’s conviction of (or plea of guilty or nolo contendere to) a felony or commission of other acts causing or likely to cause a material detriment to the reputation, together with his counsel, to be heard before the Board), finding that, in the good faith opinion goodwill or business of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right Company and/or Payoneer Global; or (v) habitual abuse of the Executive alcohol or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. Subject to the respective continuing obligations of the parties, including but no limited to those set forth in subsections 8(A) through (aF) hereof, the Executives employment by the Company may be terminated prior to the expiration of the Term of this Agreement as follows: (A) The Company shall have Company, by action of its Board of Directors and upon written notice to the right to Executive, may terminate the Executive's employment at any time with or without "Cause"the Company immediately for cause. For purposes of this Agreementsubsection 9(A), "Causecause" shall mean that, prior to any termination the Executive shall have committed: be defined as (i) an act of personal dishonesty, (ii) incompetence, (iii) willful misconduct, fraud(iv) breach of fiduciary duty involving personal profit, embezzlement(v) intentional failure to perform stated duties, theft(vi) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, (vii) any other act constituting a felonymaterial breach of any term, involving moral turpitude condition or causing material harmcovenant of this Agreement, financial or otherwise(viii) termination of the employment of the Executive with Shelby County Bank for cause, as that term is defined in that certain change of control agreement entered into by and between the Executive and Shelby County Bank. (B) The Company, by action of its Board of Directors, may terminate the Executive's employment with the Company without cause at any time; provided, however, that the "Date of Termination" for purposes of determining benefits payable to the Executive under subsection 9(B) hereof shall be the date which is 30 days after the Executive receives written notice of such termination. (C) The Executive, by written notice to the Company; , may terminate his employment with the Company immediately for cause provided, however, that the Company shall have thirty (ii30) a demonstrably intentional and deliberate act or failure days, after the giving of written notice to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith the Company by the Executive of the Executive, 's intention to terminate this Agreement for cause which causes or can be expected to cause material financial injury to notice shall indicate the Company; or (iii) an intentional and material breach specific provision of this Agreement that is not cured by which will be relied upon and shall set forth in reasonable detail the Executive within 30 days after written notice from facts and circumstances claimed to provide a basis for such termination, to cure the President facts and Chief Executive Officer specifying the breach and requesting a curecircumstances relied upon for establishing cause. For purposes of this Agreementsubsection 9(C), no act, or failure "cause" shall be defined as (i) any action by the Company to act, on the part of remove the 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 the as Executive not in good faith Vice President and without reasonable belief that his action or omission was in, or not opposed to, the best interest Chief Credit Officer of the Company. Notwithstanding , except where the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Company's Board of Directors called and held for such purpose (after reasonable notice properly acts to remove the Executive and an opportunity from such office for "cause" as defined in subsection 9(A) hereof, (ii) any action by the Company's Board of Directors to materially limit, increase, or modify the Executive's duties and/or authority as Executive Vice President and Chief Credit Officer of the Company (including his authority, together with his counsel, subject to be heard before corporate controls no more restrictive than those in effect on the Boarddate hereof), finding that, in the good faith opinion (iii) any failure of the Board, Company to obtain the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right assumption of the Executive obligation to perform this Agreement by any successor, as contemplated in Section 18 hereof; or his beneficiaries to contest (iv) any intentional breach by the validity or propriety Company of any such determination.a term, condition

Termination by the Company. The Board and the Company (aon behalf of itself and the Operating Partnership) The Company shall have the right pursuant to terminate the Executive's employment at any time with or without "Cause". For purposes a vote of this Agreement, "Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act two-thirds of willful misconduct, fraud, embezzlement, theft, the stockholders of the Company or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to actmajority of the Board, may also terminate this Agreement at any time, including a gross neglect in dutiesduring the initial term, (other than as a result of incapacity due to physical or mental illness)with 30 days’ prior written notice from the Board, but only for cause, which is committed in bad faith by the Executive, which causes or can be expected to cause defined as: · The Manager’s continued breach of any material financial injury to the Company; or (iii) an intentional and material breach provision of this Agreement that is not cured by the Executive within following a period of 30 days after written notice from thereof (or 45 days after written notice of such breach if the President and Chief Executive Officer specifying Manager, under certain circumstances, has taken steps to cure such breach within 30 days of the breach and requesting written notice); · The commencement of any proceeding relating to the bankruptcy or insolvency of the Manager, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a cure. For purposes of this Agreementvoluntary bankruptcy petition; · The Manager committing fraud against the Echo Park Entities, no actmisappropriating or embezzling its funds, or failure acting, or failing to act, on in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the part performance of its duties under this Agreement; provided, however, that if any of these actions is caused by an employee, personnel and/or officer of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment Manager or negligence, but shall be deemed "intentional" only if done, one of its Affiliates and the Manager (or omitted to be done, such Affiliate) takes all necessary and appropriate action against such person and cures the damage caused by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest such actions within 30 days of the Company. Notwithstanding the foregoingManager’s actual knowledge of its commission or omission, the Executive this Agreement shall not be deemed terminable; in addition, if the Manager (or such Affiliate) diligently takes necessary and appropriate action to have been terminated for "Cause" hereunder unless and until there shall have been delivered to cure the Executive a copy of a resolution duly adopted damage caused by such actions in the affirmative vote of not less than three-quarters first 30 days of the Board then Manager’s actual knowledge of its commission or omission, the Manager (or such Affiliate) will have a total of 180 days in office at a meeting which to cure such damage before the management agreement shall become terminable; or · the dissolution of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationManager.

Termination by the Company. (a) The Company shall have the right to Board of Directors may terminate the Executive's employment of Executive at any time with or without "Cause"cause, and in such event the following shall apply: (a) In the event of termination by Globalink for cause, all salary and other benefits paid or provided to Executive hereunder shall cease as of the date of termination, and the Company shall have no further obligations to Executive. For purposes of this AgreementSection 6 (a), termination "Causefor cause" shall mean that, prior to any termination the Executive shall have committed: be defined as: (i) an act any willful and material breach or violation of willful misconductany of Executive's covenants, fraud, embezzlement, theftduties, or obligations under this Agreement (including Executive's resignation without cause) or any other act constituting a felonywillful or material neglect of or failure to refusal to perform any of such covenants, involving moral turpitude duties, or causing obligations, which is not cured within five days after the receipt by Executive of notice of such breach or violation; (ii) any willful or material harm, financial or otherwise, misconduct which is reasonably deemed to be injurious to the Company, including, without limitation, misconduct involving fraud or dishonesty in the performance of such covenants, duties or obligations; (iii) the development by Executive of any drug, alcohol, or other substance abuse problem, or the conviction of a crime involving moral turpitude; or (iiiv) a demonstrably intentional any willful violation or willful refusal to obey the reasonable lawful directives and deliberate act or failure to act, including a gross neglect in duties, (other than as a result instructions of incapacity due to physical or mental illness)the Board of Director, which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 five days after written the receipt by Executive of notice from the President and Chief Executive Officer specifying the of such breach and requesting a cureor violation. For the purposes of this Agreementdefinition, no act, act or failure to act, on the part omission of the Executive shall be deemed considered "intentionalwillful" if it unless Executive was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the Executive not acting in good faith and without did not have a reasonable belief that his such action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding . (b) In the foregoingevent of termination by Globalink without cause, except as provided in Section 6 (c) hereof, the Company agrees to provide Executive with the following: (i) Executive shall receive an amount equal to twenty-four (24) months' base salary plus the value of his benefits accrued at the time of termination that the Executive would have received under this Agreement but for such termination. Such amount shall be payable to Executive bi-monthly installments over a period of twenty-four (24) months following termination. The Company will also pay the incentive compensation described in Section 3 (b). (ii) The definition of termination without cause shall include, but not be deemed limited to, any termination relating to have been terminated a continuous disability or incapacity of Executive which prevents him from performing his duties for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote period of not less than three-quarters of the Board then in office at three (3) months as determined by any independent, licensed medical doctor. (c) Globalink shall be entitled to terminate this Agreement upon a meeting finding of the Board of Directors called that Executive has willfully failed to observe or perform his obligations or duties as specifically set forth in Section 4 hereof, provided that the Board of Directors has first notified Executive on two separate occasions of such failure and held for has given Executive at least thirty (30) days after each such purpose occasion to remedy such willful breach of duty. In the event of a termination under this Section 6 (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Boardc), finding that, in Globalink shall provide Executive with one-half of all amounts payable under Section 6 (b). (d) In the good faith opinion event of a hostile takeover of the BoardCompany, Executive shall receive an amount equal to three multiplied by one year's base salary plus the Executive had committed an act value of his other employment benefits. All non-vested stock options shall immediately vest and shall be exercisable as set forth above in paragraph 3 (b) (i) above. (e) In the event of a change in control, Executive shall receive an amount equal to one year's base salary plus the value of his other employment benefits and specifying the particulars thereof all non-vested stock options shall immediately vest and shall be exercisable, as set forth in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationparagraph 3 (b) (i) above.

Termination by the Company. (a) The Termination by the Company shall have of the right to terminate employment of the Executive's employment at Executive with the Company for any time with reason other than for Cause, death or without "Cause"Disability. For purposes of this Agreement, "“Cause" ” shall mean that, prior to any termination the Executive shall have committedmean: (iI) an act a good faith and reasonable finding by the Board that (A) Employee has materially failed to perform his duties for the Company and, if such failure is capable of willful misconductbeing cured, fraudhas failed to remedy such failure within 20 calendar days following written notice from the Board to Employee in reasonable detail notifying him of such failure, or (B) Employee has engaged in gross negligence, embezzlement, theft, fraud or any other material act constituting a felonyof dishonesty, involving moral turpitude misconduct or causing material harm, financial or otherwise, breach of fiduciary duty (as reasonably determined by the Board) that is reasonably expected to result in harm to the Company; , or Employee has engaged in the misappropriation of any funds of the Company in amount greater than $500, (iiII) the commission or conviction of Employee of, or the entry of a demonstrably intentional and deliberate act pleading of guilty or failure nolo contendere by Employee to act, including a gross neglect in duties, felony (other than a felony solely as a result of a traffic violation), or (III) a material breach by Employee of any agreement with the Company, including this Agreement and the Employee (Confidentiality, Assignment, Non-competition and Non-Solicitation) Agreement dated as of the date hereof between the Employee and the Company (the “Additional Agreement”). A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(b)(i) solely as a result of the Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Executive will be considered “Disabled” if, as a result of the Executive’s incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered absent from his duties to the Executive Company on a copy of a resolution duly adopted by the affirmative vote of not less than threefull-quarters of the Board then in office at a meeting of the Board of Directors called and held time basis for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, 180 calendar days in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof aggregate in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination12-month period.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's employment at under this Agreement without any time with breach of this Agreement only upon written notice to Executive setting forth the basis for such termination and only if any one or without "more of the following shall occur, and for no other reason: (1) There exists Cause for termination and the Company delivers to the Executive written notice within 90 days of knowing or having reasonable basis for knowing of an event constituting such Cause". For purposes of this Agreement, the term "Cause" shall mean that, prior seems (a) the willful failure by Executive to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, substantially perform his duties or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, obligations hereunder (other than as a result of any such failure resulting from Executive's incapacity due to physical or mental illnessillness or leaves of absence to which Executive is entitled and other than breaches of the covenants set forth in Section 4 hereof or under the Non-Competition Agreement or the Nondisclosure, Proprietary Information and Invention Assignment Agreement (as hereinafter defined) which events are governed by clause (e) below), which is committed resulting, or reasonably likely to result, in bad faith by the Executive, which causes or can be expected to cause material financial injury economic harm to the Company; or (iii) an intentional and material breach PROVIDED such failure remains uncured for a period of this Agreement that is not cured by the Executive within 30 20 days after written notice describing the same is received by the Executive; PROVIDED, FURTHER that isolated or insubstantial failures shall not constitute Cause hereunder, (b) Executive's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any felonious crime or offense, (c) the unauthorized securing by Executive of any personal profit in connection with the business of the Company or any of its subsidiaries, (d) use of alcohol or any unlawful controlled substance to the extent that it interferes on a continuing and material basis with the performance of Executive's duties under the Agreement, (e) the commission of any acts involving dishonesty or fraud which, in the goof faith opinion of the Board, are harmful to the Company, or (f) any material breach by Executive of the terms of Section 4 of this Agreement or under the Non-Competition Agreement or the Nondisclosure, Proprietary Information and Invention Assignment Agreement; PROVIDED such breach continues uncured for (7) days after written notice of such breach has been received by the Executive from the President and Chief Executive Officer specifying the breach and requesting a cureCompany. For purposes of the definition of "Cause" under this Agreement, no act, or failure to act, act on the Executive's part of the Executive shall be deemed considered "intentionalwillful" 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 the Executive not in good faith and without with reasonable belief that his such action or omission was in, or not opposed to, in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder Cause unless and until there shall have been delivered to the Executive a copy of a resolution the resolution, duly adopted by the affirmative vote of not less than three-quarters a majority of the entire membership of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his Executive's counsel, to be heard before the BoardBoard prior to its taking such action), finding that, that in the good faith opinion of the Board, the Executive had committed an act engaged in conduct set forth above in clauses (a)-(f) above, and specifying the particulars thereof in detail(a "Notice of Termination for Cause"). Nothing herein Upon Executive's termination for cause by the Company, Executive shall limit be entitled to receive his Base Salary through the right day on which his termination occurs, together with any performance or special Incentive Compensation earned but not yet paid at the time of such termination; and any other compensation and benefits to which Executive may be entitled under applicable plans, programs and agreements of the Company through the date of such termination. (2) Executive's death during the Term; PROVIDED, HOWEVER, that Executive's legal representatives shall be entitled to receive his Base Salary through the last day of the third month after the month in which his death occurs, together with any performance or special Incentive Compensation earned but not yet paid at the time of death; a PRO RATA performance Incentive Compensation bonus for any performance-based bonus paid to all executives of the Company in the year in which such termination for death occurs; and any other compensation and benefits to which Executive or and his beneficiaries to contest legal representatives may be entitled under applicable plans, programs and agreements of the validity or propriety Company, including, without limitation, the proceeds of any applicable disability insurance policies through the date of such determinationtermination. (3) Executive shall become physically or mentally disabled so that he is unable substantially to perform his services hereunder for a period of 120 consecutive days or 180 non-consecutive days in any 365 day period. Notwithstanding such disability the Company shall continue to pay Executive his Base Salary through the date of such termination, together with any performance or special Incentive Compensation earned but not yet paid at the time of termination for disability; a PRO RATA performance Incentive Compensation bonus for any performance-based bonus paid to all executives of the Company in the year in which such termination for disability occurs; and any other compensation and benefits to which Executive and his legal representatives may be entitled under applicable plans, programs and agreements of the Company, including, without limitation, the proceeds of any applicable disability insurance policies through the date of such termination. (b) Upon any termination of Executive's employment hereunder under Section 7, Executive shall be deemed to have resigned from all positions as an officer and/or director of the Company and any of its subsidiaries. (c) All determinations of Cause or termination pursuant to Section 2 hereof or this Section 7 shall be made by the vote of a majority of the entire Board of Directors.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time time, with or without "Cause (as defined herein), by providing notice of termination to the Executive. Termination by the Company for any of the following reasons (each of which is referred to herein as “Cause". For purposes of this Agreement”) will be effective upon written notice by the Company, "Cause" shall mean that, prior subject to any termination the Executive shall have committedcure period stated herein: (i) an repeated refusal, failure or neglect by Executive to perform the material duties of his employment or to follow the directions of the Company’ s Board of Directors or CEO (other than by reason of Executive’s physical or mental illness or impairment), provided that such event of “Cause” shall be deemed to occur under this clause (i) only after the Company gives written notice thereof to the Executive, specifying in reasonable detail the conduct constituting “Cause”, and Executive’s failure to cure and correct his conduct within ten (10) business days after such notice; (ii) committing by Executive of any act of willful misconduct, fraud, fraud or embezzlement, theftprovided that such event of “Cause” shall be deemed to occur only after the Company gave written notice thereof to the Executive , specifying in reasonable detail the instances of such conduct, and Executive had the opportunity to be heard at a meeting of the Company’s Board of Directors; (iii) breach by Executive of any employee non-disclosure, non competition or any other act constituting assignment of inventions agreement entered into during the period of Executive’s employment with the Company (including provisions to such effect set forth in this Agreement) that results in a felony, involving moral turpitude or causing material harm, financial or otherwise, detriment to the Company; (iiiv) Executive’s conviction of a demonstrably intentional and deliberate act felony (including pleading guilty to a felony) or failure to act, including a gross neglect in duties, (commitment of other than as a result of incapacity due to physical acts causing or mental illness), which is committed in bad faith by the Executive, which causes or can be expected likely to cause a material financial injury detriment to the reputation of the Company; or (iiiv) an intentional and material breach habitual abuse of this Agreement that is not cured by the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, alcohol or failure to act, on the part of the 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 the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determinationdrugs.

Termination by the Company. (a) The Company shall have the right to may terminate the Executive's ’s employment at any time time, with or without "Cause (as defined herein), by providing notice of termination to the Executive. Termination by the Company for any of the following reasons (each of which is referred to herein as “Cause". For purposes of this Agreement”) will be effective upon written notice by the Company, "Cause" shall mean that, prior subject to any termination the Executive shall have committedcure period stated herein: (i) an act repeated refusal, failure or neglect by Executive to perform the material duties of willful misconducthis employment or to follow the directions of the Company’s and/or New Payoneer’s Board of Directors (other than by reason of the Executive’s physical or mental illness or impairment), fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, provided that such event of “Cause” shall be deemed to occur under this clause (i) only after the Company gives notice thereof to the CompanyExecutive, specifying in reasonable detail the conduct constituting “Cause”, and the Executive’s failure to cure and correct his conduct within 15 days after such notice; (ii) a demonstrably intentional and deliberate commission by the Executive of any act of fraud or failure embezzlement, provided that such event of “Cause” shall be deemed to act, including a gross neglect in duties, (other than as a result of incapacity due occur only after the Company has given 15 days’ notice thereof to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to specifying in reasonable detail the Company; or (iii) an intentional instances of such conduct, and material breach of this Agreement that is not cured by Executive had been provided the Executive within 30 days after written notice from the President and Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the 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 opportunity to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office heard at a meeting of the New Payoneer’s Board of Directors called and held for within 15 days of the date of such purpose notice; (after reasonable notice iii) breach by the Executive of any employee non-disclosure, non-competition or assignment of inventions agreement entered into during the period of Executive's employment with the Company (including provisions to such effect set forth in this Agreement) that results in a material detriment to the Executive and an opportunity for Company and/or New Payoneer; (iv) the Executive’s conviction of (or plea of guilty or nolo contendere to) a felony or commission of other acts causing or likely to cause a material detriment to the reputation, together with his counsel, to be heard before the Board), finding that, in the good faith opinion goodwill or business of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right Company and/or New Payoneer; or (v) habitual abuse of the Executive alcohol or his beneficiaries to contest the validity or propriety of any such determinationdrugs.