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

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your Executive’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youExecutive. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: means (i) any willful and wrongful engaging in conduct or omission by you that which is demonstrably and materially injures injurious to the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligenceAffiliate, or intentional misrepresentation that materially xxxxx the reputation, good will, or embezzlement, misappropriation or conversion of assets business of the Company or any affiliate; Affiliate; (iiiii) you being convicted of, confessing toor entering a plea of guilty or nolo contedere (or similar plea), pleading nolo contendere toto a criminal offense involving dishonesty, or becoming the subject breach of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty trust, fraud, or moral turpitude; ; (iii) the suspension, removal or prohibition from participating in the conduct of the Company’s affairs by an order issued under the Federal Deposit Insurance Act or any comparable provision of federal or state law; (iv) your willful having been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to Executive is entered (regardless of whether or not Executive admits or denies liability); (v) gross negligence, insubordination, or material violation of any written policies duty of loyalty or procedures other fiduciary duty to the Company or any other material misconduct on Executive’s part; (vi) the willful refusal or negligent failure to perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information of the Company, including but Company and its Affiliates; (viii) having breached any written agreement with the Company not limited to disclose any information pertaining to the Company’s code of business conductCompany or its Affiliates or their customers, code of ethics suppliers and xxxxxxx xxxxxxx policy; businesses; (vix) your willful and continuous failure having breached any agreement relating to substantially perform your duties non-solicitation, non-competition, or responsibilities hereunder (other than as a result of physical the ownership or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance protection of the overall area intellectual property of aggregate responsibilities then under your supervisionthe Company or its Affiliates; (x) having materially breached any applicable federal, state or (B) local laws or regulations governing Executive’s duties with the failure to follow the lawful directions Company or any of the Company’s Chief Executive Officermaterial policies applicable to Executive, whether currently in effect or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreementlater adopted; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vixi) unless the Company notifies you in writing of the event not more than ninety (90) days Executive has failed to perform or habitually neglected Executive’s duties after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, written notice thereof to Executive and you fail within a thirty (30) days after receipt of such notice to day cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofperiod.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” under this Agreement at any time after providing a written notice for Cause (as defined below). Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), and (ii) all unreimbursed expenses, subject to Section 2(d). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company's severance policy upon his termination for Cause to youCause. For purposes of this Agreement, you "Cause" shall be treated defined as having been terminated for Cause if and only if you are terminated as a result (1) gross negligence in the performance of the occurrence of one or more material responsibilities of the following events: Executive’s office or position; (i2) any willful and wrongful conduct gross misconduct in the performance of the material responsibilities of the Executive’s office or omission by you that demonstrably and materially injures position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or its affiliates; refusal by the Executive to perform his core job duties, as such may be reasonably assigned to him from time to time, other than by reason of his death or disability or other acts or omissions constituting material neglect or dereliction of his such duties; (ii4) any act the conviction of the Executive by you a court of fraud, dishonesty, gross negligencecompetent jurisdiction (and after all appeal procedures have been exhausted or have expired) of, or intentional misrepresentation the entry of a plea of guilty or embezzlement, misappropriation or conversion of assets of nolo contendere by the Company or any affiliate; (iii) you being convicted Executive to a charge of, confessing to, pleading nolo contendere to, or becoming the subject commission of proceedings a crime that provide a reasonable basis for the Company to believe that you have engaged in constitutes a felony under federal or any crime involving dishonesty state law or moral turpitude; the equivalent under foreign law; (iv5) your willful and material violation the Executive's embezzlement or intentional misappropriation of any written policies or procedures property of the Company; (6) the Executive having divulged, including but not limited furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); (7) fraud, dishonesty or other acts or omissions by the Executive that constitute a willful breach of his fiduciary duty to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) 8) the failure to follow happening of any other event which, under the lawful directions provisions of applicable law, disqualifies the Executive from acting in any or all capacities in which he is then acting. The Executive shall be given notice of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, termination of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided his employment for Cause under this Agreement or any other agreement with Section 3(a). If the Company to which you are a party. For purposes of this Agreement an act or failure to act Executive shall be considered “willful” only if done or omitted terminated pursuant to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection clause (i1), (iv), (v2) or (vi3) unless of this Section 3(a), the Company notifies you in writing Executive shall be given a reasonable period of time, not to exceed 30 days, to correct the underlying act or omission. In all other cases, termination shall be effective as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such date notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofis given.

Termination for Cause by the Company. The Company may terminate your Executive's employment hereunder may be terminated immediately by the Company for “Cause” at cause upon occurrence of any time after providing a written notice of termination for Cause to youthe following: 1. For purposes Gross negligence or willful misconduct by Executive in the performance of his duties hereunder; 2. The habitual or repeated neglect of his duties by Executive; 3. A material breach of this Agreement; 4. Executive's death; 5. Executive's permanent total disability, you which shall be treated defined as having been terminated Executive being unable to adequately perform the essential functions of their current position, as defined by the Company, due to a medically determinable mental or physical illness or injury which can be expected to result in death or can be reasonably expected to last for Cause if a continuous period of not less than six (6) months. Any determination of such inability to perform shall be made only by the Company based on professional medical advice provided by a medical professional mutually agreeable to Executive, or his representative, and only if you are terminated as the Company; 6. Conviction of a result felony; 7. Theft or embezzlement, or attempted theft or embezzlement, of the occurrence money or tangible or intangible assets or property of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliatesemployees, customers, clients, etc.; (ii) any 8. Any act of moral turpitude by you of fraudExecutive injurious to the interest, dishonestyproperty, gross negligenceoperations, business or intentional misrepresentation or embezzlement, misappropriation or conversion of assets reputation of the Company or any affiliateCompany; (iii) you being convicted of, confessing to, pleading nolo contendere to, 9. Unauthorized use or becoming the subject disclosure of proceedings that provide a reasonable basis for trade secrets or confidential or proprietary information pertaining to Company business. Upon the Company learning of a material breach of this Agreement by Executive, the Company may permit Executive a 30-day period to believe that you have engaged cure such a breach if, in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures the judgment of the Company, including but not limited to the breach may be cured and it is in the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure 's best interest to substantially perform your duties or responsibilities hereunder (allow an opportunity to do so. Any termination under this Section shall be without prejudice as to any other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of remedy to which the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for Company may be entitled either under this Agreement or any other agreement with at law. Upon such termination, the Company shall have no further obligations to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence make payments of any event constituting Causekind to Executive, or to terminate you except as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofrequired by law.

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any provision of this Agreement; (iii) willful or reckless material misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) any willful unpaid Base Compensation prorated to the date of termination and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any act by you of fraud, dishonesty, gross negligence, applicable Company plan or intentional misrepresentation program (which unpaid cash entitlements shall not include any unpaid Bonus or embezzlement, misappropriation any unpaid long-term incentive cash awards or conversion of assets other awards under the Incentive Compensation Plan) prior to the date of the Company or any affiliate; (iii) you being convicted ofdate of termination, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company shall have no further obligations whatsoever to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation Executive under this Agreement. In the event of any written policies or procedures of termination for Cause, Executive agrees to continue to be bound by the Company, including but not limited covenants set forth herein at Sections 7 through 14 subsequent to the Company’s code date of business conductsuch termination, code for such periods of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than time as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofsaid Sections respectively.

Termination for Cause by the Company. (a) The Company may terminate your the Executive’s employment hereunder for “Cause” at . Prior to any time after providing a such termination of employment for Cause, the Company shall provide the Executive with written notice of termination for Cause (a “Notice of Termination”). Prior to youa termination of employment for Cause, the Executive shall be provided with an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive). A termination of employment for Cause shall require a resolution duly adopted by the Board finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause provided in Section 6.2(c) hereof. (b) In the event that the Executive’s employment hereunder is terminated for Cause in accordance with Section 6.2(a), the Term shall expire and he shall be entitled only to the benefits described in Section 6.6. (c) For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: mean that: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being Executive is convicted of, confessing to, pleading or pleads guilty or nolo contendere to, a felony, (ii) the Executive engages in conduct that constitutes either (x) a material and willful breach of this Agreement, (y) willful, or becoming reckless, material misconduct in the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures performance of the CompanyExecutive’s duties under this Agreement, including but not limited to the Company’s code of business conductor (z) willful, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance habitual neglect of the overall area of aggregate responsibilities then Executive’s material duties under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that for purposes of clauses (ii)(y) and (ii)(z) of this paragraph, Cause shall not include any act or omission believed by the Executive in no event shall good faith to have been in or not opposed to the Company’s failure to notify you interest of the occurrence of Company (without any event constituting Causeintent by the Executive to gain, directly or indirectly, a profit to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or which he is not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereoflegally entitled).

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate your Executive’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Executive with respect to Executive’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Executive that are materially adverse to the Company’s code interests; (c) Executive’s material breach of business conduct, code of ethics and xxxxxxx xxxxxxx policy; this Agreement; (vd) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions Executive’s breach of the Company’s Chief Executive OfficerConfidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or if you do not report directly any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death; provided that such events in clauses (b), (c) and/or (f) allegedly giving rise to “Cause” shall be communicated in writing to the Chief Executive Officerand shall continue uncured, if curable, for a period of your supervising officer, at least 30 days thereafter. In the event Executive’s employment is terminated in a manner consistent accordance with this Agreement; or subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits accrued through the date of termination (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under “Accrued Benefits”). All other Company obligations to Executive pursuant to this Agreement or any other agreement with will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoingfor Cause, you shall Executive will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof7.2 below.

Termination for Cause by the Company. The Company may terminate your Employee's employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result "Cause" is defined as: (a) Employee's indictment for, or conviction (or plea of nolo contendere) of fraud, embezzlement, misappropriation, or any felony or any other act of moral turpitude; (b) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures Employee with respect to Employee's obligations to the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets otherwise relating to the business of the Company that materially xxxxx the Company; (c) Employee's failure or inability to perform the essential functions of the position, with or without reasonable accommodation, due to a mental or physical disability, where such inability continues for a period or periods aggregating ninety (90) calendar days in any affiliate; 12-month period; (iiie) you being convicted ofEmployee's death; (f) Employee's material breach of this Agreement, confessing tothe Company's Code of Conduct or the Company's Proprietary Information and Invention Agreement, pleading nolo contendere tofollowing written notice and a 30-day opportunity to cure, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony (g) any similar or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an related act or failure to act shall be considered “willful” only if done or omitted which is materially adversely injurious to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding In the foregoingevent that Employee's employment is terminated in accordance with this subsection 6.1, you Employee shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination and any benefits and expense reimbursements to which Employee is entitled by virtue of his prior employment by Company (collectively, the "Standard Entitlements"). All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished except that Employee's Bonus shall be prorated in the event of termination due to death or disability in accordance with Section 2.2 above. Employee will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) Section 6.2 below or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result part thereof.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Employee, the Company may terminate your Employee’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more “Cause” means any of the following events: actions by Employee, as determined by the Board in their sole discretion: (i) any willful and wrongful conduct acts or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Employee with respect to Employee’s obligations or embezzlement, misappropriation or conversion of assets otherwise relating to the business of the Company or any affiliate; Company group; (iiiii) you being convicted of, confessing to, pleading nolo contendere to, acts or becoming the subject of proceedings conduct by Employee that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited are materially adverse to the Company’s code interests; (iii) Employee’s breach of business conductthis employment agreement, code the Proprietary Information and Inventions Assignment Agreement (“PIIA”) or any other material agreement between Employee and the Company; (iv) Employee’s conviction or entry of ethics and xxxxxxx xxxxxxx policy; a plea of nolo contendere for fraud, misappropriation, embezzlement, or any felony or crime of moral turpitude; (v) your willful and continuous failure Employee’s unauthorized disclosure of confidential information relating to substantially perform your duties the Company, its affiliates or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervisiontheir respective businesses; or (Bvi) Employee’s gross neglect of duties as determined in the failure to follow the lawful directions sole and exclusive discretion of the Company’s Chief Executive Officer, or if you do not report directly to Board. In the Chief Executive Officer, event of your supervising officer, in a manner consistent with this Agreement; or termination based on (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (iii), (iv), (viii) or (vi), Employee will have fifteen (15) unless days from receipt of notice from the Company notifies you in writing to cure the issue, if curable. A termination of Employee’s employment for Cause shall be effective immediately upon final written notice from the Company. In the event not more than ninety Employee’s employment is terminated in accordance with this Section 6.1, Employee shall be entitled to receive any Base Salary earned through the date of termination (90the “Termination Date”) days after and all benefits accrued but unpaid through the date of termination (together, the “Accrued Benefits”). All other Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such eventobligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished, and you fail within thirty (30) days after receipt of such notice Employee will not be entitled to cure such event to receive the Company’s reasonable satisfaction; provided, however, that severance package described in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofSection 6.2 below.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” under this Agreement at any time after providing a written notice for Cause (as defined below). Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), and (ii) all unreimbursed expenses, subject to Section 2(d). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company's severance policy upon his termination for Cause to youCause. For purposes of this Agreement, you "Cause" shall be treated defined as having been terminated for Cause if and only if you are terminated as a result (1) gross negligence in the performance of the occurrence of one or more material responsibilities of the following events: Executive’s office or position; (i2) any willful and wrongful conduct gross misconduct in the performance of the material responsibilities of the Executive’s office or omission by you that demonstrably and materially injures position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or its affiliates; (ii) any act refusal by you the Executive to perform his core job duties, as such may be reasonably assigned to him from time to time, other than by reason of fraud, dishonesty, gross negligencehis death or disability, or intentional misrepresentation other acts or embezzlement, misappropriation omissions constituting material neglect or conversion dereliction of assets his such duties; (4) the conviction of the Company Executive by a court of competent jurisdiction (and after all appeal procedures have been exhausted or any affiliate; (iiihave expired) you being convicted of, confessing to, pleading or the entry of a plea of guilty or nolo contendere toby the Executive to a charge of, or becoming the subject commission of proceedings a crime that provide a reasonable basis for the Company to believe that you have engaged in constitutes a felony under federal or any crime involving dishonesty state law or moral turpitude; the equivalent under foreign law; (iv5) your willful and material violation the Executive's embezzlement or intentional misappropriation of any written policies or procedures property of the Company; (6) the Executive having divulged, including but not limited furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); (7) fraud, dishonesty or other acts or omissions by the Executive that constitute a willful breach of his fiduciary duty to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) 8) the failure to follow happening of any other event which, under the lawful directions provisions of applicable law, disqualifies the Executive from acting in any or all capacities in which he is then acting. The Executive shall be given notice of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, termination of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided his employment for Cause under this Agreement or any other agreement with Section 3(a). If the Company to which you are a party. For purposes of this Agreement an act or failure to act Executive shall be considered “willful” only if done or omitted terminated pursuant to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection clause (i1), (iv), (v2) or (vi3) unless of this Section 3(a), the Company notifies you in writing Executive shall be given a reasonable period of time, not to exceed 30 days, to correct the underlying act or omission. In all other cases, termination shall be effective as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such date notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofis given.

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any provision of this Agreement; (iii) willful or reckless material misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) unpaid Base Compensation prorated to the date of termination and (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash awards or other awards under the Incentive Compensation Plan) prior to the date of the date of termination, the Company shall have no further obligations whatsoever to Executive under this Agreement. In the event of termination for Cause, Executive agrees to continue to be bound by the covenants set forth herein at Sections 7 through 14 subsequent to the date of such termination, for such periods of time as provided for in said Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any willful additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited modification to the Company’s code requirements of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly said Section 9 in relation to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall should be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofmade.

Termination for Cause by the Company. The Company may terminate your the Executive's employment hereunder for “Cause” under this Agreement at any time after providing a written notice for Cause (as defined below). Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), and (ii) all unreimbursed expenses, subject to Section 2(d). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company's severance policy upon his termination for Cause to youCause. For purposes of this Agreement, you "Cause" shall be treated defined as having been terminated for Cause if and only if you are terminated as a result (1) gross negligence in the performance of the occurrence of one or more material responsibilities of the following events: Executive's office or position; (i2) any willful and wrongful conduct gross misconduct in the performance of the material responsibilities of the Executive's office or omission by you that demonstrably and materially injures position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or its affiliates; refusal by the Executive to perform his core job duties, as such may be reasonably assigned to him from time to time, other than by reason of his death or disability or other acts or omissions constituting material neglect or dereliction of his such duties; (ii4) any act the conviction of the Executive by you a court of fraud, dishonesty, gross negligencecompetent jurisdiction (and after all appeal procedures have been exhausted or have expired) of, or intentional misrepresentation the entry of a plea of guilty or embezzlement, misappropriation or conversion of assets of nolo contendere by the Company or any affiliate; (iii) you being convicted Executive to a charge of, confessing to, pleading nolo contendere to, or becoming the subject commission of proceedings a crime that provide a reasonable basis for the Company to believe that you have engaged in constitutes a felony under federal or any crime involving dishonesty state law or moral turpitude; the equivalent under foreign law; (iv5) your willful and material violation the Executive's embezzlement or intentional misappropriation of any written policies or procedures property of the Company; (6) the Executive having divulged, including but not limited furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); (7) fraud, dishonesty or other acts or omissions by the Executive that constitute a willful breach of his fiduciary duty to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) 8) the failure to follow happening of any other event which, under the lawful directions provisions of applicable law, disqualifies the Executive from acting in any or all capacities in which he is then acting. The Executive shall be given notice of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, termination of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided his employment for Cause under this Agreement or any other agreement with Section 3(a). If the Company to which you are a party. For purposes of this Agreement an act or failure to act Executive shall be considered “willful” only if done or omitted terminated pursuant to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection clause (i1), (iv), (v2) or (vi3) unless of this Section 3(a), the Company notifies you in writing Executive shall be given a reasonable period of time, not to exceed 30 days, to correct the underlying act or omission. In all other cases, termination shall be effective as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such date notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofis given.

Termination for Cause by the Company. The (1) This Agreement may be terminated “for cause” by the Company may terminate your employment hereunder pursuant to the provisions of this Subsection 5.B. If the Board determines that “cause” exists for “Cause” at any time after providing a termination of the Employee’s employment, written notice of termination for Cause to you. For purposes of this Agreement, you shall thereof must be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited given to the Company’s code Employee describing the state of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure affairs or facts deemed by the Board to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a partyconstitute such cause. For purposes of this Agreement an act or failure to act The Employee shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure the reason constituting cause and if she does so, this Agreement shall not be terminated for the cause specified in the notice. During such event thirty (30) day period, this Agreement shall continue and the Employee shall continue to receive her full Base Salary, expenses and benefits pursuant to this Agreement. If such cause is not cured to the CompanyBoard’s reasonable satisfaction; providedsatisfaction within such thirty (30) day period, howeverthe Employee may then be immediately terminated by the Board. ​ For purposes of this Agreement, the words “for cause” or “cause” shall be limited to the following actions on the part of the Employee: (i) Employee is convicted of (or pleads guilty or no contest to) any felony or any crime involving moral turpitude; (ii) Employee participates in any fraud, act of dishonesty, or act of intentional and willful misconduct against the Company; (iii) Employee intentionally damages or willfully misappropriates any property of the Company that in no event shall any case has a material adverse effect on the Company; (iv) Employee materially breaches any fiduciary, statutory, or contractual duty Employee owes to the Company (including, but not limited to, any breach of the confidentiality provisions contained in Subsections 4.A.(1) and 4.A.(2) of this Agreement); (v) Employee regularly and willfully fails to diligently and successfully perform Employee’s assigned duties under this Agreement; (vi) Employee fails to cooperate with the Company in any investigation or proceeding by any governmental or similar authority or as otherwise authorized by the Board of Directors or a committee thereof; or (vii) Employee is found liable in an action instituted by the Securities and Exchange Commission ("SEC") or is disqualified by the SEC or the US Food & Drug Administration or the European Medicines Agency, or other regulatory agency from serving in Employee's capacity as the Company's Senior Vice President - Chief Commercial Officer or in any other similar capacity with the Company. Any act, or failure to notify you act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the occurrence of any event constituting CauseCompany shall be conclusively presumed to be done, or omitted to terminate you as a result of such eventbe done, be construed as a consent to by the occurrence of future events, whether or not similar to Employee in good faith and in the initial occurrence, or a waiver best interests of the Company. The duties, powers and authority of the Employee may also be suspended by the Board for a reasonable period of time, but with a continuation of the Employee’s full Base Salary, expenses and benefits pursuant to this Agreement, while a determination is made as to whether cause for termination exists. (2) In the event this Agreement is terminated by the Company for cause, the provisions of Subsections 4.A.(1), 4.A.(2) and 4.A.(3) shall continue to apply for a period of twelve (12) months following the effective date of termination. (3) In the event this Agreement is terminated by the Company for cause, the Employee’s entire right to terminate you for Cause as a result thereof.salary and benefits hereunder (with the exception of salary and benefits accrued prior to termination) shall cease upon the effective date of termination. ​

Termination for Cause by the Company. The (1) This Agreement and the Term may be terminated prior to its expiration "for cause" by the Company may terminate your employment hereunder pursuant to the provisions of this subsection 6B. If the Board determines that "cause" exists for “Cause” at any time after providing a termination of the Executive's employment, written notice of termination for Cause to you. For purposes of this Agreement, you shall thereof must be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited given to the Company’s code Executive describing the state of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure affairs or facts deemed by the Board to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief constitute such cause. The Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) 45 days after receipt of such notice to cure the reason constituting cause and if he does so, the Term shall not be terminated for the cause specified in the notice. During such event 45 day period, the Term shall continue and the Executive shall continue to receive his full Base Salary, Annual Cash Bonus, expenses and benefits pursuant to this Agreement. If such cause is not cured to the Company’s Board's reasonable satisfaction; providedsatisfaction within such 45 day period, however, that in no event shall the Company’s failure to notify you Executive may then be immediately terminated by a majority vote of the occurrence Board excluding the Executive if the Executive is then a member of any event constituting Causethe Board. For purposes of this Agreement, the words "for cause" or to terminate you as a result "cause" shall be limited to: (a) actions on the part of such eventthe Executive which constitute gross negligence or willful misconduct in the performance or non-performance of the Executive's duties that have the effect of materially injuring the reputation, be construed as a consent to the occurrence of future events, whether business or not similar to the initial occurrence, or a waiver business relationships of the Company’s right ; or (b) the conviction of the Executive (including a conviction on a nolo contendere plea) of any felony, or of any crime or offense which involves property or money of the Company or moral turpitude; or (c) Executive's incarceration following any conviction which restricts or limits the ability of the Executive to terminate you provide his duties hereunder; or (d) a material breach of this Agreement by the Executive so long as such material breach is not caused by the Company. The duties, powers and authority of the Executive may also, on a majority vote of the Board excluding the Executive if the Executive is then a member of the Board, be suspended for Cause a reasonable period of time, but with a continuation of the Executive's full Base Salary, Annual Cash Bonus, expenses and benefits pursuant to this Agreement, while a determination is made as a result thereofto whether cause for termination exists.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “In the event that Executive shall engage in any conduct which the Board in its sole discretion shall determine to be Cause” at any time after providing a written notice of , he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one mean engaging in or more of the following events: committing: (i) any willful and wrongful act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; breach of fiduciary duty; (ii) any act by you conduct which is inconsistent with the dignity and character of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets an executive of the Company or any affiliate; Company; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject a substantial breach of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; material provision of this Agreement; (iv) your a willful and or reckless material violation of any written policies or procedures misconduct in the performance of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; Executive's duties; or (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result the habitual neglect of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionduties; provided, however, that in no event for purposes of clauses (iv) and (v), Cause shall the Company’s failure to notify you not include any one or more of the occurrence following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any event constituting intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, or he may be deemed to terminate you as a result have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for cause, other than paying the Executive within 30 days of such event, be construed as a consent termination an amount equal to his: (i) unpaid base salary prorated to the occurrence date of future events, whether or termination; (ii) any previous year's earned but not similar paid Bonus; and (iii) unpaid cash entitlements earned and accrued pursuant to the initial occurrence, or a waiver terms of the Company’s right applicable Company plan or program prior to terminate you the date of the date of termination, the Company shall have no further obligations under this Agreement. In the event of termination for Cause Cause, Executive agrees to be bound by the covenants set forth herein at Sections 7, 8 and 10 through 13, effective as a result thereofof the termination date.

Termination for Cause by the Company. The Company may terminate your employment hereunder the engagement of the Service Provider for Cause (as defined herein) by providing the Service Provider with written notice that the Service Provider is terminating for Cause. The following, as determined by the Board in its reasonable judgment, shall constitute “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: termination: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the CompanyService Provider’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result by reason of physical death or mental illnessdisability on the part of the Individual), includingor material negligence in performing, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate its duties and responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or Company which is not cured within fifteen (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (9015) days after the Company knows, delivers to the Service Provider a written demand for performance that specifically identifies the actions or with inactions constituting such failure; (ii) a material breach by the exercise Service Provider of reasonable diligence would have known, any provision of the occurrence of such event, and you fail this Agreement which is not cured within thirty fifteen (3015) days after receipt of such notice to cure such event the Company delivers to the Service Provider a written demand for performance that specifically identifies the material breach; (iii) any act of dishonesty or misconduct, such as for example fraud, embezzlement or theft, by the Service Provider or the Individual in connection with the performance of its duties and responsibilities to the Company or any of its affiliates; (iv) other conduct by the Service Provider that is materially harmful to the business, interests or reputation of Company; or (v) the Individual’s reasonable satisfaction; providedconviction of, howeveror plea of guilty or nolo contendere to (y) any felony or (z) a misdemeanor involving dishonesty or fraud. If the Company terminates this Agreement for Cause, the Company shall pay the Service Provider (A) the Monthly Fee (or pro rata portion thereof) accrued through the date of termination, and (B) any unreimbursed expenses in accordance with Section 2.2 above that in were incurred up until the date of termination, but shall have no event obligation to pay any other compensation to the Service Provider. If the Service Provider is unable to perform due to the Individual’s death or disability, this Agreement shall terminate upon ten (10) days’ notice. Disability shall be defined as the Company’s failure to notify you inability of the occurrence Individual to perform his duties for a period of ten (10) business days in any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofgiven month.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at In the event that Executive shall engage in any time after providing a written notice of conduct which the CEO in his sole discretion shall determine to be "CAUSE," as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any material provision of this Agreement; (iii) a willful or reckless material misconduct in the performance of the occurrence Executive's duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) any willful unpaid base salary prorated to the date of termination and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any act by you of fraud, dishonesty, gross negligence, applicable Company plan or intentional misrepresentation program (which unpaid cash entitlements shall not include any unpaid Bonus or embezzlement, misappropriation any unpaid long-term incentive cash award or conversion of assets other award under the Incentive Compensation Plan) prior to the date of the Company or any affiliate; (iii) you being convicted ofdate of termination, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company shall have no further obligations whatsoever to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation Executive under this Agreement. In the event of any written policies or procedures of termination for Cause, Executive agrees to continue to be bound by the Companycovenants set forth herein at Sections 7 through 13, including but not limited subsequent to the Company’s code date of business conduct, code such termination for such periods of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than time as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofsaid Sections respectively.

Termination for Cause by the Company. The Company may terminate your the Executive's employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination ("Other Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company's severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as: (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive's office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive's duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive's duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive's receipt of aggregate responsibilities then under your supervisionsuch written demand; (3) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (B5) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as: (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive’s office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; (3) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (B5) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be Cause” at any time after providing a written notice of , he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one mean engaging in or more of the following events: committing: (i) any willful and wrongful act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; breach of fiduciary duty; (ii) any act by you conduct which is inconsistent with the dignity and character of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets an executive of the Company or any affiliate; Company; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject a substantial breach of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; material provision of this Agreement; (iv) your a willful and or reckless material violation of any written policies or procedures misconduct in the performance of the Company, including but not limited to the CompanyExecutive’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; duties; or (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result the habitual neglect of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionduties; provided, however, that in no event for purposes of clauses (iv) and (v), Cause shall the Company’s failure to notify you not include any one or more of the occurrence following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any event constituting intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, or he may be deemed to terminate you as a result have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such event, be construed as a consent termination his: (i) unpaid base salary prorated to the occurrence date of future events, whether or not similar termination and (ii) unpaid cash entitlements earned and accrued pursuant to the initial occurrence, or a waiver terms of the Company’s right applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to terminate you the date of the date of termination, the Company shall have no further obligations under this Agreement. In the event of termination for Cause Cause, Executive agrees to be bound by the covenants set forth herein at Sections 7 through 13, effective as a result thereofof the termination date.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive OfficerBoard, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate your Executive’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Executive with respect to Executive’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Executive that are materially adverse to the Company’s code interests; (c) Executive’s material breach of business conductthis Agreement; (d) Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, code misappropriation or embezzlement, or any felony or crime of ethics and xxxxxxx xxxxxxx policy; moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (vf) your Executive’s willful and continuous continued failure to substantially perform your Executive’s duties or responsibilities hereunder for the Company (other than as a result of incapacity due to physical or mental illnessdisability); (g) Executive’s inability to perform the essential functions of Executive’s position, includingwith reasonable accommodation, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervisiondue to a mental or physical disability; or (Bh) Executive’s death. In the failure to follow the lawful directions event of the Company’s Chief Executive Officertermination based on (b), (c), (d), or if you do not report directly to the Chief (f), Executive Officer, will have fifteen (15) days from receipt of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with written notice from the Company to cure the issue, if curable, with such written notice to be provided to Executive detailing in specific terms the acts, conduct, or alleged breach. In the event that Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits earned and accrued through the date of termination (“Accrued Benefits”). In addition, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which you are a party. For purposes reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in will become automatically terminated and completely extinguished. In the best interests event of Executive’s termination of employment by the Company. Notwithstanding the foregoingCompany for Cause, you shall Executive will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofSection 7.2 below.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at of Employee under this agreement if any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following eventsoccur: (ia) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliatesdeath of Employee; (iib) any act by you the Employee becomes, in the good faith opinion of fraudthe Company, dishonestyphysically or mentally disabled, gross negligencefor a period of more than thirty (30) consecutive days, or intentional misrepresentation for a period of more than sixty (60) days in the aggregate during a twelve (12) month period, to extent he is unable to perform his duties hereunder; (c) the Employee continues to be in breach of any material provision of this agreement after notice thereof and a ten (10) day opportunity to cure; (d) the Employee fails, or embezzlementrefuses to comply with the policies, misappropriation standards or conversion regulations of assets the Company that have been made known to Employee after notice thereof and a ten (10) day opportunity to cure; or (e) the Employee commits, is arrested or officially charged with any felony, or any crime involving moral turpitude, which, in the good faith opinion of the Company, would impair Employee's ability to perform his duties hereunder or would impair the business reputation of the Company or Employee misappropriates any affiliate; (iii) you being convicted offunds or property of Employer. In the event of a termination for cause pursuant to the provisions of this agreement, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company shall give a written statement to believe that you have engaged in Employee (or his representative) specifying the event causing such termination, and the termination will be immediately effective. In the event of a felony or termination for cause pursuant to the provisions above, this agreement shall be wholly terminated (except with respect to any crime involving dishonesty or moral turpitude; (iv) your willful of the provisions of this agreement relating to activities and material violation conduct after the termination of any written policies or procedures of the employment relationship between the Company, including but not limited to the Company’s code of business conduct, code of ethics Boots & Cootx xxx Employee which shall remain in full force and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your materialeffect, and intentional or willful, violation of any restrictive covenant be enforceable as provided for under this Agreement herein) and Employee shall not be entitled to any further compensation or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoingbenefits provided for herein, you and shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice entitled to cure such event to the Company’s reasonable satisfactionseverance pay; provided, however, that if such termination is pursuant to the death or disability of Employee, Employee (or his estate) shall be entitled to receive the base salary and bonus compensation, if any, to which Employee would have been entitled pursuant to Section 3 hereof to the date of Employee's death or disability. The calculation of Employee's bonus in no such event shall be determined using the Company’s failure to notify you financial information of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent Company to the occurrence date of future events, whether death or not similar disability and shall be calculated to the initial occurrence, or such date rather than on a waiver of the Company’s right to terminate you for Cause as a result thereoffull fiscal year.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be Cause” at any time after providing a written notice of , he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one mean engaging in or more of the following events: committing: (i) any willful and wrongful act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; breach of fiduciary duty; (ii) any act by you conduct which is inconsistent with the dignity and character of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets an executive of the Company or any affiliate; Company; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject a substantial breach of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; material provision of this Agreement; (iv) your a willful and or reckless material violation of any written policies or procedures misconduct in the performance of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; Executive's duties; or (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result the habitual neglect of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionduties; provided, however, that in no event for purposes of clauses (iv) and (v), Cause shall the Company’s failure to notify you not include any one or more of the occurrence following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any event constituting intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, or he may be deemed to terminate you as a result have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for cause, other than paying the Executive within 30 days of such event, be construed as a consent termination his: (i) unpaid base salary prorated to the occurrence date of future events, whether or not similar termination and (ii) unpaid cash entitlements earned and accrued pursuant to the initial occurrence, or a waiver terms of the Company’s right applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to terminate you the date of the date of termination, the Company shall have no further obligations under this Agreement. In the event of termination for Cause Cause, Executive agrees to be bound by the covenants set forth herein at Sections 7 through 13, effective as a result thereofof the termination date.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” under this Agreement at any time after providing a written notice for Cause (as defined below). Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), and (ii) all unreimbursed expenses (if any), subject to Section 2(d). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to youCause. For purposes of this Agreement, you "Cause" shall be treated defined as having been terminated for Cause if and only if you are terminated as a result (1) gross negligence in the performance of the occurrence of one or more material responsibilities of the following events: Executive’s office or position; (i2) any willful and wrongful conduct gross misconduct in the performance of the material responsibilities of the Executive’s office or omission by you that demonstrably and materially injures position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or its affiliates; (ii) any act refusal by you the Executive to perform his core job duties, as such may be reasonably assigned to him from time to time, other than by reason of fraud, dishonesty, gross negligencehis death or disability, or intentional misrepresentation other acts or embezzlement, misappropriation omissions constituting material neglect or conversion dereliction of assets his such duties; (4) the conviction of the Company Executive by a court of competent jurisdiction (and after all appeal procedures have been exhausted or any affiliate; (iiihave expired) you being convicted of, confessing to, pleading or the entry of a plea of guilty or nolo contendere toby the Executive to a charge of, or becoming the subject commission of proceedings a crime that provide a reasonable basis for the Company to believe that you have engaged in constitutes a felony under federal or any crime involving dishonesty state law or moral turpitude; the equivalent under foreign law; (iv5) your willful and material violation the Executive's embezzlement or intentional misappropriation of any written policies or procedures property of the Company; (6) the Executive having divulged, including but not limited furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); (7) fraud, dishonesty or other acts or omissions by the Executive that constitute a willful breach of his fiduciary duty to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) 8) the failure to follow happening of any other event which, under the lawful directions provisions of applicable law, disqualifies the Executive from acting in any or all capacities in which he is then acting. The Executive shall be given notice of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, termination of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided his employment for Cause under this Agreement or any other agreement with Section 3(a). If the Company to which you are a party. For purposes of this Agreement an act or failure to act Executive shall be considered “willful” only if done or omitted terminated pursuant to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection clause (i1), (iv), (v2) or (vi3) unless of this Section 3(a), the Company notifies you in writing Executive shall be given a reasonable period of time, not to exceed 30 days, to correct the underlying act or omission. In all other cases, termination shall be effective as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such date notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofis given.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as: (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive’s office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; (3) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employee, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (B5) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the President in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any material provision of this Agreement; (iii) a willful or reckless material misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events:following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. (a) Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) unpaid base salary prorated to the date of termination and (ii) any previous year’s earned but unpaid Bonus based upon actual or discretionary payouts, if any; and; (iii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements under this Section 6.2(a)(iii) shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Plan) prior to the date of the date of termination, the Company shall have no further obligations whatsoever to Executive under this Agreement. In the event of termination for Cause, Executive agrees to continue to be bound by the covenants set forth herein at Sections 7 through 14, subsequent to the date of such termination for such periods of time as provided for in said Sections respectively. The President shall, in his discretion but in consultation with the Chairman and Chief Executive Officer of the CNA Insurance Companies and/or the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any willful additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited modification to the Company’s code requirements of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly said Section 9 in relation to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall should be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofmade.

Termination for Cause by the Company. The Company may terminate your Employee’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: “Cause” is defined as: (i) any Employee’s willful and wrongful conduct or omission by you that demonstrably continued failure to substantially perform [his/her] duties and materially injures the Company or its affiliates; responsibilities, after prior written notice thereof and an opportunity to cure; (ii) any act by you of fraud, dishonesty, gross negligence, Employee’s willful engaging in conduct which is materially injurious (monetarily or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iiiotherwise) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Companywithout limitation, misuse of Company funds or property; (iii) Employee’s code conviction of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder a felony (other than as a result of physical or mental illnessmoving vehicle violation), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (Biv) the failure to follow the lawful directions any other material breach by Employee of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to which you are a partythe Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting Cause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement an Agreement, no act or failure to act shall act, on the part of Employee, will be considered “willful” only if done unless it is done, or omitted to be done done, by Employee in bad faith or without your good faith reasonable belief that such act Employee’s action or failure to act omission was in the best interests of the Company. Notwithstanding the foregoing, you shall not Employee’s employment will in no event be treated as having considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company, in each case as in effect at the time of such act or failure to act. In the event that Employee’s employment is terminated in accordance with this Section 6.1, Employee shall be entitled to receive, on Employee’s first regular payday following the Termination Date, a result lump sum payment equal to the following: (i) any portion of an event Employee’s Base Salary that has been earned but not yet paid as of the Termination Date, and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the “Accrued Benefits”). All other Company obligations to Employee, including but not limited to any bonus as described in subsection Section 4.2 and Severance (ias defined in Section 6.2), (iv), (v) or (vi) unless the Company notifies you in writing will automatically terminate and be completely extinguished as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionTermination Date; provided, however, that in no event Employee shall continue to be entitled to any accrued benefits under the Company’s failure benefit and welfare plans and to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of indemnification and continued coverage under the Company’s right to terminate you for Cause as a result thereofdirector and officer insurance policies (“D&O Policies”).

Termination for Cause by the Company. The Company may terminate your employment hereunder for “In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be Cause” at any time after providing a written notice of , he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one mean engaging in or more of the following events: committing: (i) any willful and wrongful act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; breach of fiduciary duty; (ii) any act by you conduct which is inconsistent with the dignity and character of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets an executive of the Company or any affiliate; Company; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject a substantial breach of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; material provision of this Agreement; (iv) your a willful and or reckless material violation of any written policies or procedures misconduct in the performance of the Company, including but not limited to the CompanyExecutive’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; duties; or (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result the habitual neglect of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionduties; provided, however, that in no event for purposes of clauses (iv) and (v), Cause shall the Company’s failure to notify you not include any one or more of the occurrence following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any event constituting intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, or he may be deemed to terminate you as a result have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for cause, other than paying the Executive within 30 days of such event, be construed as a consent termination his: (i) unpaid base salary; (ii) any previous year’s earned but not paid Bonus; and (iii) unpaid cash entitlements earned and accrued pursuant to the occurrence terms of future events, whether the applicable Company plan or not similar program prior to the initial occurrence, or a waiver date of the Company’s right date of termination, the Company shall have no further obligations under this Agreement. In the event of termination for Cause, Executive agrees to terminate you for Cause be bound by the covenants set forth herein at Sections 7, 8, and 10 though 13, effective as a result thereofof the termination date.

Termination for Cause by the Company. The Company may terminate your Employee’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youor without Cause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result “Cause” is defined as: (a) Employee’s indictment for, or conviction (or plea of nolo contendere) of fraud, embezzlement, misappropriation, or any felony or any other act of moral turpitude; (b) acts or omissions constituting negligence, recklessness or willful misconduct on the part of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures Employee with respect to Employee’s obligations to the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets otherwise relating to the business of the Company that materially xxxxx the Company; (c) Employee’s failure or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming inability to perform the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures essential functions of the Companyposition, including but not limited with or without reasonable accommodation, due to a mental or physical disability, where such inability continues for a period or periods aggregating ninety (90) calendar days in any 12-month period; (e) Employee’s death; (f) Employee’s material breach of this Agreement, the Company’s code Code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties Conduct or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive OfficerProprietary Information and Invention Agreement, following written notice and a 30-day opportunity to cure, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vig) your material, and intentional any similar or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an related act or failure to act shall be considered “willful” only if done or omitted which is materially adversely injurious to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding In the foregoingevent that Employee’s employment is terminated in accordance with this Section 6.1, you Employee shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination and any benefits and expense reimbursements to which Employee is entitled by virtue of his prior employment by Company (collectively, the “Standard Entitlements”). All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished except that Employee’s Bonus shall be prorated in the event of termination due to death or disability in accordance with Section 2.2 above. If Employee is terminated for Cause, Employee will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) Section 6.2 below or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result part thereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if Agreement and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures all of the Company, including but not limited to 's obligations hereunder for "cause". Termination by the Company’s code Company for "cause" shall mean termination by action of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance majority of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions members of the Company’s Chief Executive Officer's Board of Directors because of the Executive's conviction of a felony (which, through lapse of time or if you do otherwise, is not report directly subject to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (viappeal) your material, and intentional or willful, violation of any restrictive covenant provided for willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's material breach of any other agreement with of the covenants provided for in Section 8 hereof. Such termination shall be effected by written notice thereof by the Company to which you are a party. For purposes of this Agreement an act or failure to act the Executive, and, except as hereinafter provided, shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests effective as of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence date of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionnotice; provided, however, that in no event such termination shall the Company’s failure to notify you not be effective if (i) such termination is because of the occurrence Executive's willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) such notice is the first such notice of termination for any event constituting Causereason delivered by the Company to the Executive hereunder, or to terminate you as a result and (iii) within 7 days following the date of such eventnotice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, be construed as a consent within 15 days following delivery of the notice of termination referred to in the preceding paragraph, by written notice to the occurrence Board of future events, whether or not similar to the initial occurrence, or a waiver Directors of the Company’s , cause the matter of the termination of this Agreement to be discussed at the next regularly scheduled meeting of the Board of Directors or at a special meeting of the Board of Directors held in accordance with the Company's By-Laws. The Executive shall be entitled to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the Directors present. If, at such meeting, it shall be determined by a majority of the Directors that this Agreement had been terminated without proper cause, the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to receive the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination through the date of such Board meeting. Nothing herein contained shall limit or deny the Executive's right to terminate you for Cause have any such dispute resolved pursuant to arbitration as a result thereofset forth in Section 15 hereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officerBoard, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your the Executive's employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination ("Other Benefits"). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company's severance policy upon her termination for Cause to you. Cause. (i) For purposes of this Agreement, you "Cause" shall be treated defined as; (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive's office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive's duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive's duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive's receipt of aggregate responsibilities then under your supervisionsuch written demand; (3) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employee, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (B5) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which she is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (w) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (x) any accrued but unused vacation time as of the effective date of termination, (y) all unreimbursed expenses (if any), subject to Section 2(f), and (z) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (the payments and benefits in this Section 3(a) are the “Other Benefits”). The payments contemplated by this Section 3(a) shall be made as required by applicable law and no later than 30 days after the termination of employment and the provision of any benefits shall be made in accordance with the terms of the applicable plan, program, arrangement or agreement. For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon the Executive’s termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if and only if you are terminated as defined as: (1) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a result of the occurrence of one felony or more of the following events: (iB) any willful and wrongful conduct other crime involving fraud or omission by you that demonstrably and materially injures the Company material financial dishonesty or its affiliates; (iiC) any act by you of fraud, dishonesty, gross negligenceother crime involving moral turpitude that might be reasonably expected to, or intentional misrepresentation or embezzlementdoes, misappropriation or conversion of assets of materially adversely affect the Company or any affiliate; of its Affiliates, whether that effect is to economics, to reputation or otherwise; (iii2) you being convicted of, confessing to, pleading nolo contendere to, the Executive’s gross negligence or becoming the subject of proceedings that provide a reasonable basis for willful misconduct with regard to the Company to believe that you have engaged in a felony or any crime involving dishonesty of its Affiliates, which has a material adverse impact on Company or moral turpitude; any of its Affiliates, whether economic or to reputation or otherwise; (iv3) your Executive’s refusal or willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your his or her duties or responsibilities hereunder (other than as to follow a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance material lawful and written directive of the overall area CEO or the Board within the scope of aggregate responsibilities then under your supervisionthe Executive’s duties hereunder which refusal or failure remains uncured or continues thirty (30) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (4) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (B5) the failure by the Executive to follow disclose any legal impediments to his or her employment by the lawful directions Company or his or her breach of any of his or her obligations to a former employer in connection with his or her employment by the Company (e.g., his or her disclosure or use of proprietary confidential information of a former employer on behalf of the CompanyCompany without such former employer’s Chief consent); provided that Executive Officerhas been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or if you do not report directly clarifying information to the Chief Executive Officer, of your supervising officer, in a manner consistent with this AgreementCEO or the Board; or (vi6) your material, and intentional the Executive’s breach or willful, violation of any restrictive covenant provided for under this Agreement those provisions of his or any other her agreement with the Company setting forth the Executive’s obligations with respect to which you are a party. For purposes confidentiality, non-competition and non-solicitation; (7) the Executive’s breach of this Agreement an act any other material provision of his or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in her employment agreement unless corrected by the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail Executive within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right written notification to terminate you the Executive of such breach. or (8) the Executive being disqualified from acting in any or all capacities in which the Executive is then acting for Cause as a result thereofthe Company, where such disqualification or act or omission causing such disqualification is not subject to further appeal.

Termination for Cause by the Company. The Company may terminate your Employee’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: “Cause” is defined as: (i) any Employee’s willful and wrongful conduct or omission by you that demonstrably continued failure to substantially perform his duties and materially injures the Company or its affiliates; responsibilities, after prior written notice thereof and an opportunity to cure; (ii) any act by you of fraud, dishonesty, gross negligence, Employee’s willful engaging in conduct which is materially injurious (monetarily or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iiiotherwise) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Companywithout limitation, misuse of Company funds or property; (iii) Employee’s code conviction of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder a felony (other than as a result of physical or mental illnessmoving vehicle violation), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (Biv) the failure to follow the lawful directions any other material breach by Employee of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to which you are a partythe Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting Cause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement an Agreement, no act or failure to act shall act, on the part of Employee, will be considered “willful” only if done unless it is done, or omitted to be done done, by Employee in bad faith or without your good faith reasonable belief that such act Employee’s action or failure to act omission was in the best interests of the Company. Notwithstanding the foregoing, you shall not Employee’s employment will in no event be treated as having considered to have been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless by the Company notifies you for Cause if the act or failure to act upon which such termination is based is an act or failure to act in writing respect of which Employee meets the event not more than ninety (90) days after the Company knows, applicable standard of conduct prescribed for indemnification or with the exercise reimbursement or payment of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to expenses under the Company’s reasonable satisfactionAmended and Restated Bylaws or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company, in each case as in effect at the time of such act or failure to act. In the event that Employee’s employment is terminated in accordance with this Section 6.1, Employee shall be entitled to receive, on Employee’s first regular payday following the Termination Date, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary that has been earned but not yet paid as of the Termination Date, and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the “Accrued Benefits”). All other Company obligations to Employee, including but not limited to any bonus as described in Section 4.2 and Severance (as defined in Section 6.2), will automatically terminate and be completely extinguished as of the Termination Date; provided, however, that in no event Employee shall continue to be entitled to any accrued benefits under the Company’s failure benefit and welfare plans and to notify you of indemnification and continued coverage under the occurrence of any event constituting Cause, or to terminate you Company’s director and officer insurance policies (“D&O Policies”) as a result of such event, be construed well as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver applicable provisions of the Company’s right to terminate you for Cause as a result thereofAmended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

Termination for Cause by the Company. The Company may terminate your Employee’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: “Cause” is defined as: (i) any Employee’s willful and wrongful conduct or omission by you that demonstrably continued failure to substantially perform his duties and materially injures the Company or its affiliates; responsibilities, after prior written notice thereof and an opportunity to cure; (ii) any act by you of fraud, dishonesty, gross negligence, Employee’s willful engaging in conduct which is materially injurious (monetarily or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iiiotherwise) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Companywithout limitation, misuse of Company funds or property; (iii) Employee’s code conviction of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder a felony (other than as a result of physical or mental illnessmoving vehicle violation), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (Biv) the failure to follow the lawful directions any other material breach by Employee of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to which you are a partythe Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting Cause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement an Agreement, no act or failure to act shall act, on the part of Employee, will be considered “willful” only if done unless it is done, or omitted to be done done, by Employee in bad faith or without your good faith reasonable belief that such act Employee’s action or failure to act omission was in the best interests of the Company. Notwithstanding the foregoing, you shall not Employee’s employment will in no event be treated as having considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company, in each case as in effect at the time of such act or failure to act. In the event that Employee’s employment is terminated in accordance with this Section ‎6.1, Employee shall be entitled to receive, on Employee’s first regular payday following the Termination Date, a result lump sum payment equal to the following: (i) any portion of an event Employee’s Base Salary that has been earned but not yet paid as of the Termination Date, and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the “Accrued Benefits”). All other Company obligations to Employee, including but not limited to any bonus as described in subsection Section 4.2 and Severance (ias defined in Section 6.2), (iv), (v) or (vi) unless the Company notifies you in writing will automatically terminate and be completely extinguished as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionTermination Date; provided, however, that in no event Employee shall continue to be entitled to any accrued benefits under the Company’s failure benefit and welfare plans and to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of indemnification and continued coverage under the Company’s right to terminate you for Cause as a result thereofdirector and officer insurance policies (“D&O Policies”).

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused vacation time as of the effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d), and (iv) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, the Executive shall forfeit the FY2021 RSUs and have no right to receive any amounts under the Company’s severance policy upon the Executive’s termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as: (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, (A) in the performance of the occurrence of one or more material responsibilities of the following events: Executive’s office or position, which results in material economic harm to the Company or its affiliates or (iB) any willful and wrongful conduct or omission by you that demonstrably and materially injures results in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; or (B3) the failure Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation) or a crime of moral turpitude; (4) the Executive having willfully divulged, furnished or made accessible to follow the lawful directions of anyone other than the Company’s Chief Executive Officer, or if you do not report directly to its directors, officers, employees, auditors and legal advisors, otherwise than in the Chief Executive Officerordinary course of business, of your supervising officer, in a manner consistent with this Agreementany Confidential Information (as hereinafter defined); or (vi5) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in which the best interests of Executive is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) ; or (vi6) unless the Company notifies you in writing any material breach of the event not more than ninety (90) days after the Company knowsthis Agreement, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you Code of the occurrence of Business Conduct and Ethics or any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofother material Company policy.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with the terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as: (A) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive’s office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (iiB) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; (C) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (D) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (BE) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if Agreement and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions all of the Company’s Chief Executive Officerobligations hereunder for “cause”. Termination by the Company for “cause” shall mean termination by action of a majority of the members of the Company’s Board of Directors because of the Executive’s conviction of a felony (which, through lapse of time or if you do otherwise, is not report directly subject to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (viappeal) your material, and intentional or willful, violation of any restrictive covenant provided for willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive’s material breach of any other agreement with of the covenants provided for in Sections 8, 9 and 10 hereof. Such termination shall be effected by written notice thereof by the Company to which you are a party. For purposes of this Agreement an act or failure to act the Executive, and, except as hereinafter provided, shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests effective as of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence date of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionnotice; provided, however, that such termination shall not be effective if (i) such termination is because of the Executive’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Executive hereunder, and (iii) within 7 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, within 15 days following delivery of the notice of termination referred to in no event shall the preceding paragraph, by written notice to the Board of Directors of the Company, cause the matter of the termination of this Agreement to be discussed at the next regularly scheduled meeting of the Board of Directors or at a special meeting of the Board of Directors held in accordance with the Company’s failure By-Laws. The Executive shall be entitled to notify you be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the occurrence Directors present. If, at such meeting, it shall be determined by a majority of any event constituting Causethe Directors that this Agreement had been terminated without proper cause, or the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to terminate you as a result receive the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination through the date of such event, be construed as a consent to Board meeting. Nothing herein contained shall limit or deny the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the CompanyExecutive’s right to terminate you for Cause have any such dispute resolved pursuant to arbitration as a result thereofset forth in Section 15 hereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if Agreement and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions all of the Company’s Chief Executive Officerobligations hereunder for “cause”. Termination by the Company for “cause” shall mean termination by action of a majority of the members of the Company’s Board of Directors because of the Executive’s conviction of a felony (which, through lapse of time or if you do otherwise, is not report directly subject to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (viappeal) your material, and intentional or willful, violation of any restrictive covenant provided for willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive’s material breach of any other agreement with of the covenants provided for in Section 8 hereof. Such termination shall be effected by written notice thereof by the Company to which you are a party. For purposes of this Agreement an act or failure to act the Executive, and, except as hereinafter provided, shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests effective as of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence date of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionnotice; provided, however, that such termination shall not be effective if (i) such termination is because of the Executive’s willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the Company to the Executive hereunder, and (iii) within 7 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations. The Executive may, within 15 days following delivery of the notice of termination referred to in no event shall the preceding paragraph, by written notice to the Board of Directors of the Company, cause the matter of the termination of this Agreement to be discussed at the next regularly scheduled meeting of the Board of Directors or at a special meeting of the Board of Directors held in accordance with the Company’s failure By-Laws. The Executive shall be entitled to notify you be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the occurrence Directors present. If, at such meeting, it shall be determined by a majority of any event constituting Causethe Directors that this Agreement had been terminated without proper cause, or the provisions of this Agreement shall be reinstated with the same force and effect as if the notice of the termination had not been given. The Executive shall be entitled to terminate you as a result receive the compensation and other benefits provided herein for the period from the date of the delivery of the notice of termination through the date of such event, be construed as a consent to Board meeting. Nothing herein contained shall limit or deny the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the CompanyExecutive’s right to terminate you for Cause have any such dispute resolved pursuant to arbitration as a result thereof.set forth in Section 15 hereof. ​

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any material provision of this Agreement; (iii) a willful or reckless material misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) unpaid base salary prorated to the date of termination and (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of the date of termination, the Company shall have no further obligations whatsoever to Executive under this Agreement. In the event of termination for Cause, Executive agrees to continue to be bound by the covenants set forth herein at Sections 7 through 13, subsequent to the date of such termination for such periods of time as provided for in said Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any willful additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited modification to the Company’s code requirements of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly said Section 9 in relation to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall should be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofmade.

Termination for Cause by the Company. The (a) In the event that Executive shall engage in any conduct that the Board shall determine constitutes Cause, as defined in the following sentence, the Board shall have the right to terminate Executive’s employment with the Company may terminate your employment hereunder for “Cause” at any time after providing a by written notice to Executive effective as of termination for Cause to youthe date of such notice. For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if mean conduct: (i) which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty, other than due to Limited Vicarious Liability, (ii) which is inconsistent with the dignity and only if you are terminated as a result character of an executive of the occurrence Company, (iii) which is a substantial breach of any material provision of this Agreement, (iv) constituting willful or reckless material misconduct in the performance of the Executive’s duties, or (v) constituting the habitual neglect of duties; provided, however: (x) that the Board in good faith determines that such conduct has had a material adverse effect on the business or prospects of the Company; (y) for purposes of clauses (iv) and (v), Cause shall not include any one or more of the following events: (i) following: bad judgment, negligence or any willful and wrongful conduct act or omission believed by you that demonstrably and materially injures the Company Executive in good faith to have been in or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled); and (z) “Limited Vicarious Liability” shall mean any affiliate; liability which is (iii1) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject based on acts of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than for which Executive is responsible solely as a result of physical or mental illness), including, but not limited to: his office(s) with the Company and (2) provided that (A) significant and/or repeated gross underperformance he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the overall area of aggregate responsibilities then under your supervision; acts causing such liability or (B) he did not have a reasonable basis to believe that a law was being violated by such acts. If the failure Executive agrees to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to which you are a party. For have been terminated for Cause for purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofAgreement.

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any material provision of this Agreement; (iii) a willful or reckless material misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) any willful unpaid base salary prorated to the date of termination and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any act by you of fraud, dishonesty, gross negligence, applicable Company plan or intentional misrepresentation program (which unpaid cash entitlements shall not include any unpaid Bonus or embezzlement, misappropriation any unpaid long-term incentive cash award or conversion of assets other award under the Incentive Compensation Plan) prior to the date of the Company or any affiliate; (iii) you being convicted ofdate of termination, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company shall have no further obligations whatsoever to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation Executive under this Agreement. In the event of any written policies or procedures of termination for Cause, Executive agrees to continue to be bound by the Companycovenants set forth herein at Sections 7 through 13, including but not limited subsequent to the Company’s code date of business conduct, code such termination for such periods of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than time as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofsaid Sections respectively.

Termination for Cause by the Company. The Company may terminate your employment hereunder for “In the event that Executive shall engage in any conduct which the CEO shall determine to be Cause” at any time after providing a written notice of , he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if mean engaging in or committing: (i) any act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) any conduct which is inconsistent with the dignity and only if you are terminated as a result character of an executive of the occurrence Company; (iii) a substantial breach of any material provision of this Agreement; (iv) a willful or reckless material misconduct in the performance of the Executive’s duties; or (v) the habitual neglect of duties; provided, however, that for purposes of clauses (iv) and (v), Cause shall not include any one or more of the following events: (i) following: bad judgment, negligence or any willful and wrongful conduct act or omission believed by you that demonstrably and materially injures the Company Executive in good faith to have been in or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets not opposed to the interest of the Company (without any intent by the Executive to gain, directly or any affiliate; (iii) you being convicted ofindirectly, confessing to, pleading nolo contendere to, or becoming a profit to which he was not legally entitled). If the subject of proceedings that provide a reasonable basis for the Company Executive agrees to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to which you are a party. For have been terminated for Cause for purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in Agreement. Upon terminating the best interests of Executive for Cause, other than paying the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail Executive within thirty (30) days after receipt of such notice termination his Accrued Obligations (but not including any unpaid Deferred Signing Bonus, current annual incentive and long-term cash incentive awards, which shall not become payable), the Company shall have no further obligations under this Agreement. In the event of termination for Cause, Executive agrees to cure such event to be bound by the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you covenants set forth herein effective as of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereoftermination date.

Termination for Cause by the Company. The Company may terminate your the employment of the Employee hereunder at any time during the Employment Period for “Cause” at any time after (such termination being hereinafter referred to as a “Termination for Cause”) by (i) providing a written notice of termination to the Employee specifying in reasonable detail the condition(s) giving rise to the potential Termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of no later than the thirtieth (30) day following the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; condition; (ii) any act by you providing the Employee a period of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of thirty (30) days to remedy the Company or any affiliate; condition and so specifying in the notice; and (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis terminating his employment for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail cause within thirty (30) days after receipt following the expiration of such notice the period to cure such event remedy if the Employee fails to remedy the condition. For the purpose of this Section 5, “Cause” means any one of the following grounds, as determined by the Board in its reasonable judgment: (i) the Employee’s use of legal or illegal drugs, including alcohol, which interferes with the performance of the Employee’s obligations and duties to the CompanyCompany or any of its Affiliates; (ii) the Employee’s reasonable satisfactioncommission of a felony, or any crime involving fraud, moral turpitude or misrepresentation or violation of applicable securities laws; provided(iii) mismanagement by the Employee of the business and affairs of the Company or any Affiliate of the Company which results or could reasonably be expected to result in a material harm to the Company or any of its Affiliates; (iv) the Employee’s material breach of any of the terms of this Agreement, howeverincluding if the Employee does not travel as required pursuant to Section 2 of this Agreement, that or any other agreement between the Employee and the Company or any of its Affiliates; (v) the Employee’s violation of any restrictive covenant set forth in no event shall this Agreement, the CompanyCompliance Agreement or any other agreement between the Employee and the Company or any of its Affiliates or any material policy of the Company or any of its Affiliates; or (vi) the Employee’s material failure to notify you perform or substantial negligence in the performance of the occurrence Employee’s obligations and duties to the Company or any of any event constituting Causeits Affiliates, or any other conduct by the Employee which is or could reasonably be expected to terminate you as a result of such event, be construed as a consent materially detrimental to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.interests and well-

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate your Executive’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Executive with respect to Executive’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Executive that are materially adverse to the Company’s code interests; (c) Executive’s material breach of business conduct, code of ethics and xxxxxxx xxxxxxx policy; this Agreement; (vd) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions Executive’s breach of the Company’s Chief Executive OfficerConfidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or if you do not report directly any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the Chief sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death. In the event of termination based on (b), (c) or (f), Executive Officer, will have fifteen (15) days from receipt of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with written notice from the Company to cure the issue, if curable, with such written notice to be provided to Executive detailing in specific terms the acts, conduct, or alleged breach. In the event that Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits earned and accrued through the date of termination (“Accrued Benefits”). In addition, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which you are a party. For purposes reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in will become automatically terminated and completely extinguished. In the best interests event of Executive’s termination of employment by the Company. Notwithstanding the foregoingCompany for Cause, you shall Executive will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofSection 7.2 below.

Termination for Cause by the Company. (a) The Company may terminate your the Executive’s employment hereunder for “Cause” at . Prior to any time after providing a such termination of employment for Cause, the Company shall provide the Executive with written notice of from the Company’s Board stating in reasonable detail the particular circumstances that constitute the grounds on which the termination for Cause is based (the “Cause Notice”). The Executive shall then be entitled to youa hearing at a duly convened meeting of the Company’s Board, at which he may be accompanied by counsel of his choice, provided that he submits a request for a hearing within four (4) business days after he receives the Cause Notice. Within four (4) business days following such request the Board shall hold such hearing, which shall last no more than one (1) business day, and within four (4) business days following such hearing the Company’s Board shall give written notice to the Executive stating whether, in the judgment of at least two thirds of the members of the Company’s Board (other than the Executive), Cause for terminating his employment on the basis set forth in the original Cause Notice exists. Upon such notice from such Board, the Executive’s employment hereunder shall terminate for Cause, subject to de novo review of such Board’s determination, through arbitration in accordance with Section 24, if the Executive so chooses. For avoidance of doubt, the arbitrators shall have no right to order reinstatement of the Executive’s employment. The Company’s Board may suspend the Executive from his duties under this Agreement for up to 30 days following the delivery of any Cause Notice to the Executive, and no such suspension shall by itself constitute grounds for a Good Reason termination. (b) In the event that the Executive’s employment hereunder is terminated for Cause in accordance with Section 6.2(a), the Term shall expire and he shall be entitled only to the benefits described in Section 6.6 and, notwithstanding anything in this Agreement to the contrary, the Company shall have no further obligations under Section 19. (c) For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: mean that: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being Executive is convicted of, confessing to, pleading or pleads guilty or nolo contendere to, a felony, (ii) the Executive engages in conduct that constitutes either (x) a material and willful breach of this Agreement, (y) willful, or becoming reckless, material misconduct in the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures performance of the CompanyExecutive’s duties under this Agreement, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; or (vz) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance habitual neglect of the overall area of aggregate responsibilities then Executive’s material duties under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that that: (x) in no event shall the Company’s failure to notify you case of clause (ii) only, such conduct has had a material adverse effect on the business or prospects of the occurrence CNA Companies and (y) for purposes of clauses (ii)(y) and (ii)(z), Cause shall not include any event constituting Causeof the following: bad judgment, negligence, or any act or omission believed by the Executive in good faith to terminate you as a result of such event, be construed as a consent have been in or not opposed to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver interest of the Company’s right Company (without any intent by the Executive to terminate you for Cause as gain, directly or indirectly, a result thereofprofit to which he is not legally entitled).

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding relationship with Consultant, the Company may terminate your employment hereunder for “Cause” Consultant’s engagement immediately at any time after providing a written notice of termination for Cause subject to youthe terms of this Agreement. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Consultant with respect to Consultant’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Consultant that are materially adverse to the Company’s code interests; (c) Consultant’s material breach of business conductthis Agreement; (d) Consultant’s conviction or entry of a plea of nolo contendere for fraud, code misappropriation or embezzlement, or any felony or crime of ethics and xxxxxxx xxxxxxx policy; moral turpitude or that otherwise materially negatively impacts Consultant’s ability to effectively perform Consultant’s duties hereunder; (ve) your Consultant’s willful and continuous failure to substantially perform your neglect of duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance determined in the good faith discretion of the overall area Board of aggregate responsibilities then under your supervisionDirectors (provided that poor performance and/or subpar results by themselves do not constitute Cause); or (Bf) the failure to follow the lawful directions winding down of the Company’s Chief Executive Officerbusiness and/or dissolution or liquidation of the Company (other than in connection with a change in control). In the event of termination of Consultant’s engagement based on clauses (a), (b) or if you do not report directly to the Chief Executive Officer(e) above, Consultant will have fifteen (15) days following receipt of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with notice from the Company to which you are a partycure the issue, if curable. For purposes In the event Consultant’s engagement is terminated in accordance with this subsection 7.2 Consultant shall be entitled to receive only Consultant’s base cash compensation then in effect, prorated to the date of termination plus all benefits, if any, accrued through the date of termination (collectively, “Standard Entitlements”). In addition, Consultant shall be entitled to receive reimbursement of any business expenses, to the extent not previously reimbursed, in accordance with Section 2 above. Except for any terms and conditions of this Agreement that by their terms survive termination of Consultant’s engagement, all other Company obligations to Consultant pursuant to this Agreement will become automatically terminated and completely extinguished. For clarification, the foregoing is an act exclusive list of the acts or failure to act omissions that shall be considered “willfulCause” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in for the best interests termination of Consultant’s engagement by the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The If the Executive’s employment is terminated for Cause, the Company may terminate your employment shall have no further obligation to the Executive hereunder except for “Cause” at any time after providing a written notice the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) any Other Benefits. For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you shall be treated “Cause” is defined as having been terminated for Cause if and only if you are terminated as a result an urgent cause (“dringende reden”) within the meaning of article 7:678 of the occurrence Dutch Civil Code and, to the extent not covered thereby, the commitment of one or more any of the following events: following: (iA) any gross negligence or willful and wrongful conduct misconduct, as the case may be, in the performance of the material responsibilities of the Executive’s office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (iiB) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then such written demand; (C) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law or the equivalent under your supervisionthe law of any foreign jurisdiction (other than a traffic violation); (D) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employee, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (BE) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Company may terminate your employment hereunder for In the event that Executive shall engage in any conduct which the CEO in his sole discretion shall determine to be “Cause,” at any time after providing a written notice of as defined herein, he shall be subject to termination for Cause to youforthwith. For purposes of this Agreement, you Cause shall be treated as having been terminated for Cause if and only if you are terminated as mean engaging in or committing: (i) any act which would constitute a result felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) a substantial breach of any material provision of this Agreement; (iii) willful or reckless misconduct in the performance of the occurrence Executive’s duties; or (iv) the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one or more of the following events: following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled). If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement. Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his: (i) unpaid base salary prorated to the date of termination and (ii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaid long-term incentive cash award or other award under the Incentive Compensation Plan) prior to the date of the date of termination, the Company shall have no further obligations whatsoever to Executive under this Agreement. In the event of termination for Cause, Executive agrees to continue to be bound by the covenants set forth herein at Sections 7 through 13, subsequent to the date of such termination for such periods of time as provided for in said Sections respectively. The CEO shall, in his discretion but in consultation with the Board of Directors of CNAF, determine whether, in light of all surrounding circumstances, (i) any willful additional compensation should be paid to the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow in the event of his termination for Cause and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited modification to the Company’s code requirements of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly said Section 9 in relation to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall should be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofmade.

Termination for Cause by the Company. The Company may terminate your Executive’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youExecutive. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: means (i) any willful and wrongful engaging in conduct or omission by you that which is demonstrably and materially injures injurious to the Company and any Affiliates, or that materially xxxxx the reputation, good will, or business of the Company and any Affiliates; (ii) being convicted of, or entering a plea of guilty or nolo contendere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpitude; (iii) the suspension, removal or prohibition from participating in the conduct of the Company’s affairs by an order issued under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818) or any comparable provision of federal or state law; (iv) having been found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to Participant is entered (regardless of whether or not Participant admits or denies liability); (v) gross negligence, insubordination, or material violation of any duty of loyalty or other fiduciary duty to the Company or any other material misconduct on the Executive’s part; (vi) the willful refusal or negligent failure to perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information of the Company and Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its affiliates; Affiliates or their customers, suppliers and businesses; (iiix) having breached any act by you of fraudagreement relating to non-solicitation, dishonesty, gross negligencenon-competition, or intentional misrepresentation the ownership or embezzlement, misappropriation or conversion protection of assets the intellectual property of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervisionits Affiliates; or (Bx) having materially breached any applicable federal, state or local laws or regulation governing Executive’s duties with the failure to follow the lawful directions Company or any of the Company’s Chief Executive Officer, or if you do not report directly policies applicable to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future eventsExecutive, whether currently in effect or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereoflater adopted.

Termination for Cause by the Company. The In the event of Cause, the Company may shall be entitled to terminate your employment the Agreement with immediate effect. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for “Cause” at the payment or provision, as applicable, of the Accrued Rights. For the avoidance of doubt, the Executive shall have no right to receive any time after providing a written notice amounts under any severance policy of PVH or any of its subsidiaries (as then in effect, if any) upon the Executive’s termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: defined as: (i) any gross negligence or willful and wrongful conduct misconduct, as the case may be, (1) in the performance of the material responsibilities of the Executive’s office or omission by you position, which results in material economic harm to the Company or its affiliates or (2) that demonstrably and materially injures results in material reputational harm to the Company or its affiliates; ; (ii) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; or (Biii) the failure Executive is convicted of, or pleads guilty or nolo contendere to, a felony or comparable crime within the meaning of European Union, Dutch national, U.S. Federal, state or local law (other than a traffic violation) or a crime of moral turpitude; (iv) the Executive having willfully divulged, furnished or made accessible any Confidential Information (as hereinafter defined) to follow the lawful directions of anyone other than the Company’s Chief Executive Officer, or if you do not report directly to its directors, officers, employees, auditors and legal advisors, as appropriate in the Chief Executive Officer, ordinary course of your supervising officer, in a manner consistent with this Agreementbusiness; or (viv) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in which the best interests of Executive is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or ; (vi) unless any material breach of this Agreement, PVH’s Code of Business Conduct and Ethics or any other material Company or PVH policy; or (vii) any other urgent reason within the Company notifies you in writing meaning of Article 7:677 or 7:678 of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofDCC.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate your Executive’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Executive with respect to Executive’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Executive that are materially adverse to the Company’s code interests; (c) Executive’s material breach of business conduct, code of ethics and xxxxxxx xxxxxxx policy; this Agreement; (vd) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions Executive’s breach of the Company’s Chief Executive OfficerConfidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or if you do not report directly any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the Chief sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death. In the event of termination based on (b), (c) or (f), Executive Officer, will have fifteen (15) days from receipt of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with written notice from the Company to cure the issue, if curable, with such written notice to be provided to Executive detailing in specific terms the acts, conduct, or alleged breach. In the event that Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits earned and accrued through the date of termination (“Accrued Benefits”). In addition, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which you are a party. For purposes reimbursable in accordance with Section 4.4 or Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in will become automatically terminated and completely extinguished. In the best interests event of Executive’s termination of employment by the Company. Notwithstanding the foregoingCompany for Cause, you shall Executive will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereofSection 7.2 below.

Termination for Cause by the Company. The Company may terminate your the Executive’s employment hereunder for “Cause” with the Company at any time after providing a written notice for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance policy upon his termination for Cause to you. Cause. (i) For purposes of this Agreement, you “Cause” shall be treated defined as; (1) gross negligence or willful misconduct, as having been terminated for Cause if and only if you are terminated as a result the case may be, in the performance of the occurrence of one or more material responsibilities of the following events: (i) any willful and wrongful conduct Executive’s office or omission by you that demonstrably and materially injures position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; ; (ii2) any act by you the willful and continued failure of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Executive to perform substantially the Executive’s duties with the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder affiliate (other than as a result of any such failure resulting from incapacity due to physical or mental illness), includingafter a written demand for substantial performance is delivered to the Executive by the Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s duties, but and the Executive has not limited to: (A) significant and/or repeated gross underperformance cured such failure to the reasonable satisfaction of the overall area Board or the Company within 20 days following the Executive’s receipt of aggregate responsibilities then under your supervisionsuch written demand; (3) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) the Executive having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employee, auditors and legal advisors, otherwise than in the ordinary course of business, any Confidential Information (as hereinafter defined); or (B5) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting in any or omitted to be done without your good faith reasonable belief that such act or failure to act was all capacities in the best interests of which he is then acting for the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate your Executive’s employment hereunder for “Cause” immediately at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one “Cause” is defined as: (a) acts or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, omissions constituting gross negligence, recklessness or intentional misrepresentation willful misconduct on the part of Executive with respect to Executive’s obligations or embezzlement, misappropriation or conversion of assets of otherwise relating to the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures business of the Company, including but not limited ; (b) any acts or conduct by Executive that are materially adverse to the Company’s code interests; (c) Executive’s material breach of business conduct, code of ethics and xxxxxxx xxxxxxx policy; this Agreement; (vd) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions Executive’s breach of the Company’s Chief Executive OfficerConfidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or if you do not report directly any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (f) Executive’s willful neglect of duties as determined in the Chief sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (h) Executive’s death. In the event of termination based on (b), (c) or (f), Executive Officer, will have thirty (30) days from receipt of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with written notice from the Company to which you are a partycure the issue, if curable, with such written notice to be provided to Executive. For purposes of this Agreement an No act or failure to act shall will be considered “willful” only if for purposes of this Agreement unless done or omitted failed to be done without your good faith reasonable belief by Executive intentionally and in bad faith. In the event that such act or failure Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to act was receive only Executive’s base salary then in effect, prorated to the best interests date of termination and all benefits accrued through the Companydate of termination (“Accrued Benefits”). Notwithstanding All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the foregoingevent of Executive’s termination of employment by the Company for Cause, you shall Executive will not be treated as having been terminated as a result of an event entitled to receive the Severance Package described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof7.2 below.

Termination for Cause by the Company. The Company may terminate your Employee’s employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to youCause. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: “Cause” is defined as: (i) any Employee’s willful and wrongful conduct or omission by you that demonstrably continued failure to substantially perform [his/her] duties and materially injures the Company or its affiliates; responsibilities, after written notice thereof and an opportunity to cure; (ii) any act by you of fraud, dishonesty, gross negligence, Employee’s willful engaging in conduct which is materially injurious (monetarily or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iiiotherwise) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Companywithout limitation, misuse of Company funds or property; (iii) Employee’s code conviction of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder a felony (other than as a result of physical or mental illnessmoving vehicle violation), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (Biv) the failure to follow the lawful directions any other material breach by Employee of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other confidentiality, noncompetition, nondisclosure and/or invention agreement with the Company which is materially injurious (monetarily or otherwise) to which you are a partythe Company. Notwithstanding the foregoing, the Company must notify Employee of any event constituting Cause within 45 days following the Company’s knowledge of its existence or such event will not constitute Cause under this Agreement. For purposes of this Agreement an Agreement, no act or failure to act shall act, on the part of Employee, will be considered “willful” only if done unless it is done, or omitted to be done done, by Employee in bad faith or without your good faith reasonable belief that such act Employee’s action or failure to act omission was in the best interests of the Company. Notwithstanding the foregoing, you shall not Employee’s employment will in no event be treated as having considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based is an act or failure to act in respect of which Employee meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of the Company or the laws of the state of its incorporation or the directors’ and officers’ liability insurance of the Company, in each case as in effect at the time of such act or failure to act. In the event that Employee’s employment is terminated in accordance with this Section 6.1, Employee shall be entitled to receive, on Employee’s first regular payday following the Termination Date, a result lump sum payment equal to the following: (i) any portion of an event Employee’s Base Salary that has been earned but not yet paid as of the Termination Date, and (ii) any accrued unused vacation as of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and (ii) collectively, the “Accrued Benefits”). All other Company obligations to Employee, including but not limited to any bonus as described in subsection Section 4.2 and Severance (ias defined in Section 6.2), (iv), (v) or (vi) unless the Company notifies you in writing will automatically terminate and be completely extinguished as of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfactionTermination Date; provided, however, that in no event Employee shall continue to be entitled to any accrued benefits under the Company’s failure benefit and welfare plans and to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of indemnification and continued coverage under the Company’s right to terminate you for Cause as a result thereofD&O policies.