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

Termination by the Corporation for Cause. For purposes of this Agreement, the Corporation shall be deemed to have terminated the Executive's employment with the Corporation for "Cause" only if the Corporation terminated the Executive's employment with the Corporation for any of the following reasons: (a) the continued failure of the Executive to substantially perform any of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; or (c) the conviction of the Executive of, or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by the Executive in any material respect of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working days.

Termination by the Corporation for Cause. For purposes The Corporation may immediately terminate the employment of this Agreement, the Corporation shall be deemed Executive at any time for Cause by written notice to have terminated the Executive's employment with . Without limiting the Corporation for "Cause" only if the Corporation terminated the Executive's employment with the Corporation for foregoing, any one or more of the following reasonsevents shall constitute “Cause”: (a) fraud, misappropriation, embezzlement or destruction of the continued failure Corporation’s property or other similar behaviour by the Executive; (b) violation by the Executive of applicable securities legislation or stock exchange rules, provided, however, that where such violation is of such a nature that it can be cured, such violation shall not constitute “Cause” if it is cured within 20 days of the Executive to substantially perform becoming aware of its occurrence; (c) any neglect of duty or misconduct of the Executive in discharging any of the Executive's significant ’s duties or and responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure hereunder that is not corrected or cured within 30 20 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless becoming aware of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; or (c) the conviction of the Executive of, or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; orits occurrence; (d) any continuing violation by conduct of the Executive in which is prejudicial to the business of the Corporation or its subsidiaries; (e) any material respect breach of Executive’s obligations under this Agreement or any breach of any of the Corporation's ’s or DT USA’s policies or that is not cured within 20 days of any term or provision of any employment or other agreement between written notification thereof to the Executive by the Corporation; (f) any failure of or refusal by the Executive to comply with the policies, rules and regulations of the Corporation which, in any such case, or its subsidiaries that is not corrected or abated cured by the Executive within 30 20 days after of written notice of such violation is given by the Corporation notification thereof to the Executive by the Corporation; (repetition g) any breach of any statutory or civil law duty of loyalty to the Corporation or its subsidiaries; (h) conviction of a crime (other than traffic violations and minor misdemeanors) relating to the Executive’s employment or which could cause harm or damage to the Corporation’s or its subsidiaries’ public image, reputation or relations with the authorities; (i) inability of the same violation Executive to perform his duties due to a legal impediment such as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by an injunction, restraining order or other type of judicial judgment, decree or order entered against the Executive); or (ej) the Executive's unexcused total abandonment any act or neglect omission of the Executive's duties and responsibilities Executive which would in connection with law permit an employer to, without notice or payment in lieu of notice, terminate the Executive's employment with of an employee. If the Corporation terminates the employment of the Executive for Cause under this Section 4.2, neither the Corporation nor any of its subsidiaries shall be obligated to make any further payments under this Agreement except for the Basic Payments, which shall be paid to the Executive within thirty (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences30) for a continuous period days of ten working daysthe date of such termination of employment.

Termination by the Corporation for Cause. For purposes of this Agreement, the The Corporation shall be deemed to have terminated may terminate the Executive's employment with hereunder for Cause (as “Cause” is defined in Section 1.3) as provided in this Section 6.2. In any case described in this Section 6.2, the Executive shall be given written Notice of Termination authorized by a vote of at least a majority of the members of the Board that the Corporation for "Cause" only if the Corporation terminated intends to terminate the Executive's employment for Cause. Such written Notice of Termination for Cause may be given only within ninety (90) business days after a director of the Corporation (excluding the Executive) has actual knowledge of the events giving rise to such purported Cause. The Executive shall be given the opportunity within 30 calendar days of the receipt of such Notice of Termination to meet with the Corporation for any of Board to defend such act or acts, or failure to act, and, if such act or failure to act is correctable, the following reasons: (a) the continued Executive shall be given 30 business days after such meeting to correct such act or failure to act. If such act or failure to act is not correctable or upon failure of the Executive Executive, within such latter 30 day period, to substantially perform any correct such act or failure to act, the Executive's employment by the Corporation shall automatically be terminated under this Section 6.2 for Cause as of the date determined in Section 1.5 of this Agreement. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; or (c) for Cause based upon the conviction of the Executive offor a felony involving actual dishonesty as against the Corporation, Subsidiary or the plea by an Affiliate, such conviction is overturned on appeal, the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by shall be entitled to the payments and benefits that the Executive in any material respect would have received as a result of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect termination of the Executive's duties and responsibilities employment by the Corporation without Cause in connection with a lump sum no later than 75 days following the date the conviction is overturned. If the Corporation terminates the Executive's employment with hereunder for Cause, the Corporation (other than absences due Executive shall be entitled to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working days.receive:

Termination by the Corporation for Cause. For purposes Nothing herein shall prevent the Corporation from terminating your Employment for Cause (as defined below). From and after the date of this Agreementsuch termination, you shall no longer be entitled to receive the Base Salary or any other compensation which would have otherwise been due and all Options shall terminate immediately. Any rights and benefits that you may have in respect to any other compensation or any employee benefit plans or programs of the Corporation shall be deemed determined in accordance with the terms of such other compensation arrangements, plans or programs, and in any event, you shall have no rights or benefits under any arrangement, plan or program unless such arrangement, plan or program is in writing and you are specified as a participant therein. The term "for Cause", as used herein, shall mean (i) an act of dishonesty causing harm to have terminated the Corporation; (ii) the knowing disclosure of confidential information relating to the Corporation's business; (iii) habitual drunkenness or narcotic drug addiction; (iv) conviction of, or a plea of nolo contendere with respect to, a felony; (v) the willful refusal to perform, or the gross neglect of, the duties assigned to the Executive; (vi) the Executive's employment with willful breach of any law that, directly or indirectly, affects the Corporation for "Cause" only if the Corporation terminated Corporation; (vii) the Executive's employment with material breach of his duties following a Change in Control (as defined in the Change in Control Executive Severance Agreement entered into by the Corporation for with you) that do not differ in any of the following reasons: (a) the continued failure of the Executive to substantially perform any of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting material respect from the Executive's duties and responsibilities during the 90-day period immediately prior to such Change in Control (other than as a result of incapacity due to physical or mental illness) if such failure ), which is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of demonstrably willful and deliberate on the Executive's significant duties part, which is committed in bad faith or responsibilities (repetition without reasonable belief that such breach is in the best interests of the same failure as previously described Corporation and which is not remedied in any a reasonable period after receipt of written notice from the Corporation specifying such written demand after the 30-day cure period following such written demand breach. Termination of employment pursuant to this Section 4(c) shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit made to the Executive at by, and be effective upon, written notice from the expense of the Corporation; or (c) the conviction of the Executive of, President/C.E.O. or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by the Executive in any material respect of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working daysBoard.

Termination by the Corporation for Cause. For purposes The Corporation may immediately terminate the employment of this Agreement, the Corporation shall be deemed Executive at any time for Cause by written notice to have terminated the Executive's employment with . Without limiting the Corporation for "Cause" only if the Corporation terminated the Executive's employment with the Corporation for foregoing, any one or more of the following reasonsevents shall constitute “Cause”: (a) fraud, misappropriation, embezzlement or reckless or willful destruction of the continued failure Corporation’s property or other similar behaviour by the Executive; (b) material violation by the Executive of applicable securities legislation or stock exchange rules, provided, however, that where such violation is of such a nature that it can be cured, such violation shall not constitute Cause if it is cured within 20 days of the Executive to substantially perform becoming aware of its occurrence; (c) any material neglect of duty or misconduct of the Executive in discharging any of the Executive's significant ’s duties or and responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure hereunder that is not corrected or cured within 30 20 days after demand for substantial performance of the Executive becoming aware of its occurrence; (d) any conduct of the Executive which is made in writing upon materially prejudicial to the business of the Corporation or its Affiliates; (e) any material breach of Executive’s obligations under this Agreement or any breach of any of the Corporation’s or DTI’s policies that is not cured within 20 days of written notification thereof to the Executive by the Corporation specifically identifying Corporation; (f) any failure of or refusal by the manner in which Executive to comply with the lawful policies, rules and regulations of the Corporation believes or its Affiliates that is not cured by the Executive has failed to substantially perform one or more within 20 days of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit notification thereof to the Executive at the expense of by the Corporation; or (cg) any material breach of any statutory or common law duty of loyalty to the conviction of the Executive of, Corporation or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitudeits Affiliates; or (dh) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any continuing violation by right to appeal has been or may be exercised). For purposes of the Executive above definition of “Cause”, no act or omission to act shall be “willful” if conducted in any material respect of any good faith or with a reasonable belief that such act or omission was in the best interests of the Corporation's policies or . If the Corporation terminates the employment of any term or provision of any employment or other agreement between the Executive and for Cause under this Section 4.2, neither the Corporation whichnor any of its Affiliates shall be obligated to make any further payments under this Agreement except for the Basic Payments, in any such case, is not corrected or abated by which shall be paid to the Executive within 30 thirty (30) days after written notice of the date of such violation is given by the Corporation to the Executive (repetition termination of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working daysemployment.

Termination by the Corporation for Cause. The Corporation may at any time without prior written nonce, terminate the Executive’s employment for “Cause.” For purposes of this Agreement, the Corporation “Cause” shall include but will not be deemed limited to have terminated the Executive's employment with the Corporation for "Cause" only if the Corporation terminated the Executive's employment with the Corporation for termination based on any of the following reasonsgrounds: (ai) Executive refuses to comply in any material respect wid1 the continued failure legal directives of the Company’s CEO or President so long as the directives are not inconsistent with Executive’s position and duties, which is not remedied (if remediable) with twenty (20) working days after written notice from the Company, which written notice shall state that failure to remedy such conduct may result in termination for cause; (ii) Executive is or was in engaged in any act of fraud, misappropriation, embezzlement or acts of similar dishonesty; (iii) Executive being charged or convicted of a felony or entry of a guilty plea or a plea of nolo contendere under the laws of the United States or any other country; (iv) Executive’s inability to substantially perform any duties hereunder due to the appearance or actual use of alcohol or illegal drugs; (v) Executive’s intentional and willful misconduct that may subject the Corporation to criminal or civil liability; (vi) Executive’s breach of the Executive's significant duties ’s duty of loyalty, including the diversion or responsibilities in connection with usurpation of corporate opportunities properly belonging to the Corporation; (vii) Executive's employment (other than ’s breach of this Agreement or any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand Corporation policy that remains uncured for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30a ten-day cure period following commencing upon Corporation providing notice of such written demand shall be deemed breach to be "continued failure" to substantially perform by the Executive); or (bviii) any act that constitutes on Executive’s insubordination or deliberate refusal to follow the part instructions of Executive’s direct supervisor or the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense President of the Corporation; or (c) the conviction of the Executive of, or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by the Executive in any material respect of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working days.

Termination by the Corporation for Cause. For purposes Nothing herein shall prevent the Corporation from terminating your Employment for Cause (as defined below). From and after the date of this Agreementsuch termination, you shall no longer be entitled to receive the Base Salary or any other compensation which would have otherwise been due and all Options shall terminate immediately. Any rights and benefits that you may have in respect to any other compensation or any employee benefit plans or programs of the Corporation shall be deemed to have terminated the Executive's employment determined in accordance with the Corporation terms of such other compensation arrangements, plans or programs, and in any event, you shall have no rights or benefits under any arrangement, plan or program unless such arrangement, plan or program is in writing and you are specified as a participant therein. The term “for "Cause" only if ,” as used herein, shall mean (i) an act of dishonesty causing harm to the Corporation terminated the Executive's employment with the Corporation for or any of the following reasons: subsidiary; (aii) the continued failure knowing improper or unauthorized disclosure of the Executive to substantially perform any of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit confidential information relating to the Executive at the expense of the Corporation’s or any subsidiary’s or parent’s business; or (ciii) the habitual drunkenness or narcotic drug addiction; (iv) conviction of the Executive of, or the a plea by the Executive of nolo contendere with respect to, a felony felony; (v) the willful refusal to perform, or the gross neglect of, lawful duties assigned to the Executive; (vi) the Executive’s willful breach of any law that, directly or indirectly, affects the Corporation or any subsidiary; (vii) the Executive’s material breach of his duties following a crime involving moral turpitude; or (d) any continuing violation by the Executive Change in Control that do not differ in any material respect from the Executive’s duties and responsibilities during the 90-day period immediately prior to such Change in Control (other than as a result of any disability as defined in 4(a) above), which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Corporation's policies or Corporation and which is not remedied in a reasonable period after receipt of any term or provision of any employment or other agreement between the Executive and written notice from the Corporation which, in any specifying such case, is not corrected or abated by the Executive within 30 days after written notice breach. Termination of such violation is given by the Corporation employment pursuant to this Section 4(c) shall be made to the Executive (repetition of the same violation as previously described in any such by, and be effective upon, written notice after from the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by President/C.E.O. or the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working daysBoard.

Termination by the Corporation for Cause. For purposes The Corporation may terminate the Executive's employment hereunder for Cause, as provided below. If the Corporation terminates the Executive's employment hereunder for Cause, the Term of this AgreementEmployment shall thereupon end as set forth below and the Executive shall only be entitled to: (a) Base Salary up to and including the date of termination; (b) Any prior fiscal year Annual Bonus actually awarded, but not yet paid as of the date of termination; (c) Reimbursement for all expenses (under Section 5.7) incurred as of the date of termination, but not yet paid as of the date of termination; and (d) Any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs, if any, of the Corporation or any Subsidiary. In each case, the existence of Cause must be confirmed by a majority of the Board prior to any termination therefor. In the event of such a confirmation, the Corporation shall notify the Executive that the Corporation intends to terminate the Executive's employment for Cause under this Section 6.2 (the "Confirmation Notice"). The Confirmation Notice shall specify the problems, upon the basis of which the majority of the Board has so confirmed the existence of Cause. If the Executive notifies the Corporation in writing that he disagrees with the Board's confirmation of Cause, (the "Opportunity Notice") within five (5) days after the Executive has received the Confirmation Notice, then the Executive shall first have a thirty (30) day opportunity to cure and correct the allegations only with respect to matters referred to in Section 1.3(c). If the Executive cures and corrects these problems, then the Executive's employment shall continue. If after the expiration of such thirty (30) day period the Board again confirms the existence of Cause and concludes that the Executive did not cure and correct the problems, then the Executive, along with legal counsel selected by the Executive, if any, shall be deemed provided one opportunity to have terminated meet with the Board (or a sufficient quorum thereof) to discuss such problems. Such opportunity to meet shall be fixed and shall occur on a date selected by the Board (such date be not less than five (5) nor more than fifteen (15) days after the Corporation receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Corporation. During the period commencing on the date the Corporation receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (or a sufficient quorum thereof) and the Executive is scheduled to occur, the Executive shall be suspended with pay from his employment with the Corporation and the Board may, during such suspension period, reasonably limit the Executive's access to the principal offices of the Corporation or any of its assets. If the Board properly sets the date of such meeting and does not rescind its confirmation at such meeting or if the Executive fails to attend such meeting for any reason, the Executive's employment by the Corporation shall, immediately upon the closing of such meeting, be terminated, but subject to the ability of the Executive to challenge the existence of Cause and challenge whether the Executive has cured and corrected the alleged problems. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time deadline specified in this Section 6.2, the Executive's employment with the Corporation for "Cause" only if shall, on the Corporation terminated sixth day after the Executive's employment with receipt by the Corporation for any Executive of the following reasons: (a) Confirmation Notice, be terminated. Nothing in this Section shall be deemed to limit or restrict the continued failure ability of the Executive to substantially perform any dispute and challenge the existence of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes Cause and whether the Executive has failed to substantially perform one or more cured and corrected allegations of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit Cause pursuant to the Executive at the expense provisions of the Corporation; or (c) the conviction of the Executive of, or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by the Executive in any material respect of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection with the Executive's employment with the Corporation (other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working daysSection 7.

Termination by the Corporation for Cause. For purposes The Corporation may immediately terminate the employment of this Agreement, the Corporation shall be deemed Executive at any time for Cause by written notice to have terminated the Executive's employment with . Without limiting the Corporation for "Cause" only if the Corporation terminated the Executive's employment with the Corporation for foregoing, any one or more of the following reasonsevents shall constitute “Cause”: (a) the continued failure fraud, misappropriation, embezzlement or reckless or willful destruction of the Executive to substantially perform any of the ExecutiveCorporation's significant duties property or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform similar behavior by the Executive); or; (b) any act material violation by the Executive of applicable securities legislation or stock exchange rules, provided, however, that constitutes on the part where such violation is of such a nature that it can be cured, such violation shall not constitute Cause if it is cured within 20 days of the Executive common law fraud or dishonesty regardless becoming aware of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; orits occurrence; (c) the conviction any material neglect of duty or misconduct of the Executive of, or the plea by the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) in discharging any continuing violation by the Executive in any material respect of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect of the Executive's duties and responsibilities in connection hereunder that is not cured within 20 days of the Executive becoming aware of its occurrence; (d) any conduct of the Executive which is materially prejudicial to the business of the Corporation or its Affiliates; (e) any material breach of Executive's obligations under this Agreement or any breach of any of the Corporation's or DTI's policies that is not cured within 20 days of written notification thereof to the Executive by the Corporation; (f) any failure of or refusal by the Executive to comply with the Executive's employment with lawful policies, rules and regulations of the Corporation or its Affiliates that is not cured by the Executive within 20 days of written notification thereof to the Executive by the Corporation; or (other than absences due g) any material breach of any statutory or common law duty of loyalty to illnessthe Corporation or its Affiliates; or (h) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised). For purposes of the above definition of “Cause”, physical no act or mental incapacityomission to act shall be “willful” if conducted in good faith or with a reasonable belief that such act or omission was in the best interests of the Corporation. If the Corporation terminates the employment of the Executive for Cause under this Section 4.2, vacationsneither the Corporation nor any of its Affiliates shall be obligated to make any further payments under this Agreement except for the Basic Payments, or other excused absenceswhich shall be paid to the Executive within thirty (30) for a continuous period days of ten working daysthe date of such termination of employment.

Termination by the Corporation for Cause. For purposes of this Agreement, the The Corporation shall be deemed to have terminated may terminate the Executive's employment with hereunder for Cause (as “Cause” is defined in Section 1.3) as provided in this Section 6.2. In any case described in this Section 6.2, the Executive shall be given written Notice of Termination authorized by a vote of at least a majority of the members of the Board that the Corporation for "Cause" only if the Corporation terminated intends to terminate the Executive's employment for Cause. Such written Notice of Termination for Cause may be given only within ninety (90) business days after a director of the Corporation (excluding the Executive) has actual knowledge of the events giving rise to such purported Cause. The Executive shall be given the opportunity within 30 calendar days of the receipt of such Notice of Termination to meet with the Corporation for any of Board to defend such act or acts, or failure to act, and, if such act or failure to act is correctable, the following reasons: (a) the continued Executive shall be given 30 business days after such meeting to correct such act or failure to act. If such act or failure to act is not correctable or upon failure of the Executive Executive, within such latter 30-day period, to substantially perform any correct such act or failure to act, the Executive's employment by the Corporation shall automatically be terminated under this Section 6.2 for Cause as of the date determined in Section 1.3 of this Agreement. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; or (c) for Cause based upon the conviction of the Executive offor a felony involving actual dishonesty as against the Corporation, Subsidiary or the plea by an Affiliate, such conviction is overturned on appeal, the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by shall be entitled to the payments and benefits that the Executive in any material respect would have received as a result of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect termination of the Executive's duties and responsibilities employment by the Corporation without Cause in connection with a lump sum no later than 75 days following the date the conviction is overturned by a final, non-reviewable order. If the Corporation terminates the Executive's employment hereunder for Cause, the Executive shall be entitled to receive subject to the Executive's continued compliance with the Corporation (all confidentiality, non-competition and other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working days.restrictive covenants:

Termination by the Corporation for Cause. For purposes of this Agreement, the The Corporation shall be deemed to have terminated may terminate the Executive's employment with hereunder for Cause (as “Cause” is defined in Section 1.6) as provided in this Section 6.2. In any case described in this Section 6.2, the Executive shall be given written Notice of Termination authorized by a vote of at least a majority of the members of the Board that the Corporation for "Cause" only if the Corporation terminated intends to terminate the Executive's employment for Cause. Such written Notice of Termination for Cause may be given only within ninety (90) business days after a director of the Corporation (excluding the Executive) has actual knowledge of the events giving rise to such purported Cause. The Executive shall be given the opportunity within 30 calendar days of the receipt of such Notice of Termination to meet with the Corporation for any of Board to defend such act or acts, or failure to act, and, if such act or failure to act is correctable, the following reasons: (a) the continued Executive shall be given 30 business days after such meeting to correct such act or failure to act. If such act or failure to act is not correctable or upon failure of the Executive Executive, within such latter 30 day period, to substantially perform any correct such act or failure to act, the Executive's employment by the Corporation shall automatically be terminated under this Section 6.2 for Cause as of the date determined in Section 1.6 of this Agreement. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's significant duties or responsibilities in connection with the Executive's employment (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) if such failure is not corrected or cured within 30 days after demand for substantial performance is made in writing upon the Executive by the Corporation specifically identifying the manner in which the Corporation believes the Executive has failed to substantially perform one or more of the Executive's significant duties or responsibilities (repetition of the same failure as previously described in any such written demand after the 30-day cure period following such written demand shall be deemed to be "continued failure" to substantially perform by the Executive); or (b) any act that constitutes on the part of the Executive common law fraud or dishonesty regardless of whether such fraud or dishonesty resulted in, or was intended to result in, a benefit to the Executive at the expense of the Corporation; or (c) for Cause based upon the conviction of the Executive offor a felony involving actual dishonesty as against the Corporation, Subsidiary or the plea by an Affiliate, such conviction is overturned on appeal, the Executive of nolo contendere to, a felony or a crime involving moral turpitude; or (d) any continuing violation by shall be entitled to the payments and benefits that the Executive in any material respect would have received as a result of any of the Corporation's policies or of any term or provision of any employment or other agreement between the Executive and the Corporation which, in any such case, is not corrected or abated by the Executive within 30 days after written notice of such violation is given by the Corporation to the Executive (repetition of the same violation as previously described in any such written notice after the 30 day correction period following such written notice shall be deemed to be a "continuing violation" by the Executive); or (e) the Executive's unexcused total abandonment or neglect termination of the Executive's duties and responsibilities employment by the Corporation without Cause in connection with a lump sum no later than 75 days following the date the conviction is overturned. If the Corporation terminates the Executive's employment hereunder for Cause, the Executive shall be entitled to receive subject to the Executive's continued compliance with the Corporation (all confidentiality, on-competition and other than absences due to illness, physical or mental incapacity, vacations, or other excused absences) for a continuous period of ten working days.restrictive covenants: