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

Termination by the Employer for Cause. The Executive's employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" for such termination: (i) dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; (iv) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employment.

Termination by the Employer for Cause. The Executive's employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" for such termination: (i) dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) subject to the provisions of subsection (e) below, failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; (iv) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's material obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employment.

Termination by the Employer for Cause. The Executive's ’s employment ------------------------------------- under this Agreement may be terminated for cause Cause without further liability on the part of the Employer (except only to pay those specific amounts set forth in Section 7(c)) effective immediately upon a vote approval of the Board of Directors and written notice to the Executive. Only the The following shall constitute "cause" “Cause” for such termination: (i) dishonest statements or acts of any act committed by the Executive with respect to against the Employer or any affiliate of its affiliates which involves fraud, willful misconduct, gross negligence or refusal to comply with the reasonable, legal and clear written instructions given to him by the Board through Board action that do not violate this Agreement; provided, however, that Executive shall have a period of fifteen (15) days to cure such conduct after written reasonably specific notice thereof, unless such conduct is not (as in the case of fraud or willful misconduct) reasonably curable. For purposes of the Employer which constitute material disloyalty foregoing sentence, no act, or dishonesty toward failure to act, on Executive's part shall be considered “willful” unless the Employer Executive acted, or any affiliate of failed to act, in bad faith or without reasonable belief that his act or failure to act was in the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation best interest of the Employer or any affiliate of the Employer;subsidiary; or (ii) the commission by conviction of the Executive of, or indictment (or procedural equivalent, or guilty plea or plea of nolo contender) of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitudeturpitude where the circumstances reasonably would have a negative impact on the Employer, deceit, dishonesty or fraud fraud; provided, however, that Executive shall have a period of fifteen ("indictment," for these purposes15) days to cure such conduct after written reasonably specific notice thereof, meaning an indictment, probable cause hearing unless such conduct (as in the case of dishonesty or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense fraud) is made);not reasonably curable; or (iii) failure to perform to the reasonable satisfaction material breach of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement; provided, which failure continueshowever, in the reasonable judgment that Executive shall have a period of the Board of Directors, fifteen (15) days to cure such conduct after written reasonably specific notice given to the Executive by the Board of Directors; (iv) gross negligencethereof, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which unless such conduct is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentreasonably curable.

Termination by the Employer for Cause. The Executive's ------------------------------------- employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part 3 of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" for such termination: (i) dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; (iv) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's material obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employment.

Termination by the Employer for Cause. The Executive's employment ------------------------------------- under this Agreement may be terminated by the Employer "for cause cause" without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only Executive by the Parent Chairman and CEO following the occurrence of any of the following events, and any such termination shall constitute a termination "for cause" for such termination:" (i) dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) failure to perform to the reasonable satisfaction of the Board of Directors Parent Chairman and CEO a substantial significant portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of DirectorsParent Chairman and CEO, after written notice given to the Executive by the Board of DirectorsParent Chairman and CEO; (iv) gross negligence, willful misconduct the commission by Executive of a grossly negligent act or insubordination failure to act (or series or combination thereof) that is or are materially detrimental to the interests of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of DirectorsEmployer; orand (v) material breach by the Executive of any of the Executive's obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, Agreement that remains uncured thirty (30) days after written notice given thereof from the Parent Chairman and CEO to Executive. If Executive shall be terminated by reason of material breach of this Agreement pursuant to Section 6(a)(v) above, and if Executive shall commence arbitration contesting such termination pursuant to the provisions of Section 8 hereof, and if the arbitrators determine (and such determination is sustained on any appeals) that the Parent Chairman and CEO improperly terminated Executive pursuant to Section 6(a)(v), then such termination shall be deemed to have been made by Employer without cause pursuant to Section 6(c) below. Failure to achieve the Board of Directors. Notwithstanding the foregoing, the Executive's employment may Performance Goal for any fiscal year shall not be terminated constitute a basis for cause as a result of the Executive's refusal to comply with any request termination by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentfor cause.

Termination by the Employer for Cause. The Executive's ’s employment ------------------------------------- under this Agreement may be terminated for cause Cause without further liability (other than to pay or provide the Accrued Benefits) on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" “Cause” for such termination: (i) dishonest statements any act of fraud, dishonesty or acts of the Executive with respect gross willful misconduct that is demonstrated to the Employer or any affiliate of the Employer which constitute have caused material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage harm to the Employer or any affiliate of the Employer, including damage to as reasonably determined in good faith by the business reputation of the Employer or any affiliate of the EmployerBoard; (ii) the commission by or indictment of the Executive for the Executive’s commission of a (Ax) a felony or (By) any misdemeanor involving moral turpitude, deceit, dishonesty turpitude or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);fraud. (iii) failure of the Executive to make a good faith effort to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's ’s material duties and responsibilities reasonably lawfully assigned or delegated by the Board under this Agreement, which failure continues, continues uncured (in the reasonable judgment of the Board of DirectorsBoard, acting in good faith) for more than thirty (30) days after written notice describing the particulars of such alleged failure is given to the Executive by the Board of Directors;Board; or (iv) gross negligence, a material and willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's ’s material obligations under this Agreement, which breach is repeated or continued by the Executive, continues uncured (in the reasonable judgment of the Board of Directorsacting in good faith) for more than thirty (30) days, after written notice describing the particulars of such alleged breach is given to the Executive by the Board Board. For purposes of Directors. Notwithstanding this definition of “Cause,” no act or failure to act, on the foregoingpart of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's employment may not be terminated for cause as a result action or omission was in the best interests of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentEmployer.

Termination by the Employer for Cause. The Executive's employment ------------------------------------- -------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" for such termination: (i) dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; (iv) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employment.

Termination by the Employer for Cause. The Employer may terminate the Executive's employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately "Cause" upon a vote of the majority of the members of the Board of Directors and written notice to the Executive. Only For purposes of this Agreement, the following shall constitute "causeCause" for such termination: (i) dishonest statements conviction of or acts plea of the Executive with respect no contest to the Employer a felony or any affiliate crime of moral turpitude or admitting the Employer which constitute material disloyalty commission of same; (ii) fraudulent conduct in connection with the business or dishonesty toward the Employer or any affiliate affairs of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage regardless of whether said conduct is designed to the business reputation of defraud the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made)others; (iii) the willful and continued failure of the Executive to perform to the reasonable satisfaction of the Board of Directors a substantial portion of substantially the Executive's duties and responsibilities reasonably assigned with the Employer (other than any such failure resulting from incapacity due to physical or delegated under this Agreementmental illness), which failure continues, in the reasonable judgment of the Board of Directors, not cured within fifteen (15) business days after a written notice given demand for substantial performance is delivered to the Executive by the Board of Directorswhich specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties; (iv) gross negligence, willful misconduct or insubordination of engagement by the Executive with respect in conduct or misconduct which is substantially injurious to the Employer Employer, monetarily or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directorsotherwise; or (v) any intentional use or intentional appropriation for his use or benefit of any funds or properties of the Employer not authorized by the Board, or any material breach by the Executive of any of the Executive's obligations under this Agreementthe Employer's Conflict of Interest Policy or similar conflicts or self-dealing policies promulgated in writing from time to time, which breach is repeated or continued by the Executive, in the reasonable judgment his fiduciary duty of the Board of Directors, after written notice given loyalty to the Executive by the Board Employer. For purposes of Directors. Notwithstanding the foregoingthis paragraph, no act, or failure to act, on the Executive's employment may not part shall be terminated for cause as a result considered "willful" unless done, or omitted to be done, by the Executive in bad faith without reasonable belief that his action or omission was in the best interests of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentEmployer.

Termination by the Employer for Cause. The Executive's ’s employment ------------------------------------- under this Agreement may be terminated for cause Cause without further liability (other than to pay or provide the Accrued Benefits) on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" “Cause” for such termination: (i) dishonest statements any act of fraud, dishonesty or acts of the Executive with respect gross willful misconduct that is demonstrated to the Employer or any affiliate of the Employer which constitute have caused material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage harm to the Employer or any affiliate of the Employer, including damage to as reasonably determined in good faith by the business reputation of the Employer or any affiliate of the EmployerBoard; (ii) the commission by or indictment of the Executive for the Executive’s commission of a (Ax) a felony or (By) any misdemeanor involving moral turpitude, deceit, dishonesty turpitude or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);fraud. (iii) failure of the Executive to make a good faith effort to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's ’s material duties and responsibilities reasonably lawfully assigned or delegated by the Board under this Agreement, which failure continues, continues uncured (in the reasonable judgment of the Board of DirectorsBoard, acting in good faith) for more than thirty (30) days after written notice describing the particulars of such alleged failure is given to the Executive by the Board of Directors;Board; or (iv) gross negligence, a material and willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's ’s material obligations under this Agreement, which breach is repeated or continued by the Executive, continues uncured (in the reasonable judgment of the Board of Directorsacting in good faith) for more than thirty (30) days, after written notice describing the particulars of such alleged breach is given to the Executive by the Board Board. For purposes of Directors. Notwithstanding this definition of “Cause,” no act or failure to act, on the foregoing, the Executive's employment may not be terminated for cause as a result part of the Executive's refusal , shall be considered “willful” unless it is done, or omitted to comply with any request be done, by the Employer to relocate Executive in bad faith or without reasonable belief that the Executive's principal place ’s action or omission was in the best interests of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentEmployer.

Termination by the Employer for Cause. The ExecutiveEmployee's employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the ExecutiveEmployee. Only the following shall constitute "cause" for such termination: (i) dishonest statements or acts of the Executive Employee with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive Employee for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the ExecutiveEmployee's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; (iv) gross negligence, willful misconduct or insubordination of the Executive Employee with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of DirectorsEmployer; or (v) material breach by the Executive Employee of any of the ExecutiveEmployee's obligations under this Agreement; provided, which breach however, that the term "cause" shall not include the occurrence of -------- ------- events described in clause (iii) or (v) above if such occurrence is repeated or continued remedied by the Executive, in the reasonable judgment Employee within thirty (30) calendar days after receipt of the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated termination for cause as a result of the Executive's refusal to comply with any request by the Employer to relocate setting forth in specific detail the Executive's principal place of employment to a new location that facts and circumstances resulting in the cause upon which the termination is beyond a fifty (50) mile radius from the Executive's current principal place of employmentbased.

Termination by the Employer for Cause. The Employer may terminate the Executive's employment ------------------------------------- under this Agreement may for "Cause" if a majority, consisting of at least two-thirds (2/3) of the non-management members of the Board, determines that "Cause" exists, following a process, when and where practicable, where the Executive has been provided prior written notice of an impending action, to include the "grounds" therefor, and a prior opportunity to demonstrate why his employment should not be terminated for cause without further liability based on the part these grounds. For purposes of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only this Agreement, the following shall constitute "causeCause" for such termination: (i) dishonest statements conviction of or acts plea of no contest to a felony or conviction of any crime of moral turpitude or admitting the Executive commission of same; (ii) fraudulent conduct in connection with respect to the Employer business or any affiliate affairs of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage regardless of whether said conduct is designed to the business reputation of defraud the Employer or any affiliate of the Employer; (ii) the commission by or indictment of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made)others; (iii) failure to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of DirectorsBoard, after written notice given to the Executive by the Board of DirectorsBoard; (iv) gross negligence, willful engagement by Executive in misconduct or insubordination of the Executive with respect which is substantially injurious to the Employer Employer, monetarily or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directorsotherwise; or (v) material breach by the Executive of any of the Executive's fiduciary duties to the Employer or its shareholders, or his obligations under this Agreement, which breach is repeated the Employer's Conflict of Interest Policy, or continued by the Executiveother policies promulgated in writing from time to time. For purposes of this paragraph, in the reasonable judgment of the Board of Directorsno act, after written notice given or failure to the Executive by the Board of Directors. Notwithstanding the foregoingact, on the Executive's employment may not part shall be terminated for cause as a result considered "willful" unless done, or omitted to be done, by the Executive in bad faith without reasonable belief that his action or omission was in the best interests of the Executive's refusal to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentEmployer.

Termination by the Employer for Cause. The Executive's employment ------------------------------------- under this Agreement may be terminated for cause without further liability on the part of the Employer effective immediately upon a vote of the Board of Directors and written notice to the Executive. Only the following shall constitute "cause" for such termination: (i) intentional dishonest statements or acts of the Executive with respect to the Employer or any affiliate of the Employer which constitute material disloyalty or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate of the Employer; (ii) the commission by or indictment conviction of the Executive for (A) a felony or (B) any misdemeanor crime involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made)fraud; (iii) subject to the provisions of subsection (e) below, failure or refusal to perform to the reasonable satisfaction of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment judgement of the Board of Directors, after the Board of Directors has given written notice given to the Executive by detailing the Board substance of Directorsthe alleged failure or refusal and the Executive has been given a reasonable opportunity to cure such alleged failure or refusal; (iv) gross negligence, negligence or willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after the Board of Directors has given written notice given to the Executive by detailing the Board substance of Directorsthe alleged negligence or misconduct and the Executive has been given a reasonable opportunity to cure such alleged negligence or misconduct; or (v) material breach by the Executive of any of the Executive's other material obligations under this Agreement, which breach is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after the Board of Directors has given written notice given to the Executive by detailing the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result substance of the Executive's refusal alleged breach and the Executive has been given a reasonable opportunity to comply with any request by the Employer to relocate the Executive's principal place of employment to a new location that is beyond a fifty (50) mile radius from the Executive's current principal place of employmentcure such alleged breach.

Termination by the Employer for Cause. The Executive's Employer may terminate the employment ------------------------------------- under of the Executive and this Agreement may be terminated and all of its obligations hereunder, except for cause without further liability on obligations accrued but unpaid to the part effective date of termination, for Cause; provided, however, that (i) the Employer effective immediately upon a vote of shall provide five (5) business days' advance written notice to the Executive that the Board of Directors is considering a termination for Cause and written the Executive shall be given an opportunity in person, personally to be heard by the Board of Directors of the Employer; (ii) such advance notice shall describe, in reasonable detail, the circumstances constituting Cause. Any purported termination for Cause which fails to conform to the Executiveprocedures set forth in the foregoing sentence prior to the Employer terminating the employment of the Employee shall be treated as a termination without Cause. Only the following shall constitute "cause" for such termination: (i) dishonest statements an act of fraud, embezzlement, theft or acts any other material violation of law involving dishonesty in connection with the Executive Executive's duties or in the course of his employment with respect to the Employer or any affiliate the commission of a felony or intentional disregard of the Employer which constitute material disloyalty written rules or dishonesty toward the Employer or any affiliate of the Employer or cause significant damage to the Employer or any affiliate of the Employer, including damage to the business reputation of the Employer or any affiliate policies of the Employer; (ii) the commission by or indictment intentional wrongful damage to material assets of the Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment," for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);Employer; or (iii) failure to perform to the reasonable satisfaction intentional wrongful disclosure of material confidential information of the Board of Directors a substantial portion of the Executive's duties and responsibilities reasonably assigned or delegated under this Agreement, which failure continues, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors;Employer. (iv) the substantial and continuing gross negligence, and willful misconduct or insubordination failure of the Executive with respect to render services to the Employer substantially in accordance with his or any affiliate of the Employer which is repeated or continued by the Executive, in the reasonable judgment of the Board of Directors, after written notice given to the Executive by the Board of Directors; or (v) material breach by the Executive of any of the Executive's her obligations under this Agreement, which breach is repeated materially and adversely affects the business, financial condition, operations, property or continued by affairs of the ExecutiveEmployer, in the reasonable judgment of after 30 days' notice from the Board of Directors, after written notice given to the Executive by the Board of Directors. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause as a result Directors of the Executive's refusal to comply with Employer, such notice setting forth in reasonable detail the nature of such failure; (v) dishonesty, breach of fiduciary duty or breach of the terms of this Agreement or the other agreements executed in connection herewith; (vi) the commission of an act which induces any request by customer of the Employer to relocate breach a contract with the Executive's principal place Employer. In the event of employment a termination "for cause," inclusive, the Executive shall be entitled to a new location no severance or other termination benefits except as required by law. 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 is beyond a fifty (50) mile radius from his action or omission was in the Executive's current principal place best interest of employmentthe Employer. Failure to meet performance standards or objectives of the Employer shall not constitute Cause for purposes hereof.