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

Termination for Cause by the Company. The Company may terminate Executive’s employment for “Cause” at any time after providing a notice of termination for Cause to Executive. For purposes of this Agreement, Cause means (i) engaging in conduct which is demonstrably and materially injurious to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any Affiliate; (ii) being convicted of, or entering a plea of guilty or nolo contedere (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 the Federal Deposit Insurance Act 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 Executive is entered (regardless of whether or not Executive 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 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 its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure period.

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” at any time after providing a notice of termination for Cause to Executive. For purposes of this Agreement, the term “Cause” shall mean, when used in connection with the termination of the Service Period, the termination of the Service Period on account of (A) the Executive’s incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Executive by the Company Board or the Bank Board which are in the interests of the Company or the Bank and consistent with the Executive’s obligations hereunder; (B) the Executive’s material breach of this Agreement or any material written Company policy; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or (D) an act or acts on Executive’s part constituting (x) a felony or (y) a misdemeanor involving a Presumptive Disqualifier (as defined below) by the Executive; provided that, within thirty (30) days following the Company’s knowledge of the occurrence of any of the events set forth herein, the Company shall have delivered written notice to the Executive of its intention to terminate the Service Period for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Service Period for Cause and, solely to the extent such circumstances are capable of being cured, in the reasonable judgment of the Board, the Executive shall not have cured such circumstances within ten (10) business days following the Executive’s receipt of such notice. “Presumptive Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of trust or any Affiliatefiduciary duties, organized crime or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission violation of housing authority laws or other civil regulations; 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 duty the rules, regulations, codes of loyalty conduct or other fiduciary duty to the Company ethics of a self-regulatory trade 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodprofessional organization.

Termination for Cause by the Company. The Company may terminate the Executive’s employment for “Cause” under this Agreement at any time after providing a 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 ExecutiveCause. For purposes of this Agreement, Cause means "Cause" shall be defined as (i1) engaging gross negligence in conduct which is demonstrably and materially injurious the performance of the material responsibilities of the Executive’s office or position; (2) gross misconduct in the performance of the material responsibilities of the Executive’s office or position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or any Affiliaterefusal 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 that materially xxxxx disability or other acts or omissions constituting material neglect or dereliction of his such duties; (4) the reputation, good will, or business conviction of the Company Executive by a court of competent jurisdiction (and after all appeal procedures have been exhausted or any Affiliate; (iihave expired) being convicted of, or entering the entry of a plea of guilty or nolo contedere (or similar plea), contendere by the Executive to a criminal offense involving dishonestycharge of, breach the commission of trust, fraud, a crime that constitutes a felony under federal or moral turpitudestate law or the equivalent under foreign law; (iii5) the suspension, removal Executive's embezzlement or prohibition from participating in the conduct intentional misappropriation of any property of the Company’s affairs by an order issued under the Federal Deposit Insurance Act or any comparable provision of federal or state law; (iv6) the Executive having been found liable 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 Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to Executive is entered Confidential Information (regardless of whether or not Executive admits or denies liabilityas hereinafter defined); (v7) gross negligencefraud, insubordination, or material violation of any duty of loyalty dishonesty or other acts or omissions by the Executive that constitute a willful breach of his 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi8) the happening of any other event which, under the 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 termination of his employment for Cause under this Section 3(a). If the Executive shall be terminated pursuant to clause (1), (2) or (3) of this Section 3(a), the Executive has failed shall be given a reasonable period of time, not to perform exceed 30 days, to correct the underlying act or habitually neglected Executive’s duties after written omission. In all other cases, termination shall be effective as of the date notice thereof to Executive and a thirty (30) day cure periodis given.

Termination for Cause by the Company. The Company may terminate Executive’s employment 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 notice of as defined herein, he shall be subject to termination for Cause to Executiveforthwith. For purposes of this Agreement, Cause means shall mean engaging in or committing: (i) engaging in any act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct which is demonstrably and materially injurious to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business breach of the Company or any Affiliatefiduciary duty; (ii) being convicted of, or entering a plea of guilty or nolo contedere (or similar plea), to a criminal offense involving dishonesty, substantial breach of trust, fraud, or moral turpitudeany provision of this Agreement; (iii) the suspension, removal willful or prohibition from participating reckless material misconduct in the conduct performance of the CompanyExecutive’s affairs by an order issued under the Federal Deposit Insurance Act duties; or any comparable provision of federal or state law; (iv) having been found liable in the habitual neglect of duties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any Securities and Exchange Commission one or other civil or criminal securities law action more of the following: bad judgment, negligence or any cease and desist order applicable act or omission believed by the Executive in good faith to Executive is entered (regardless of whether have been in or not Executive admits or denies liability); (v) gross negligence, insubordination, or material violation of any duty of loyalty or other fiduciary duty opposed 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 interest of the Company and its Affiliates; (viii) having breached without any written agreement 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 not in lieu of being terminated for Cause, he may be deemed to disclose any information pertaining 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 its Affiliates program (which unpaid cash entitlements shall not include any unpaid Bonus or their customers, suppliers and businesses; (ixany unpaid long-term incentive cash awards or other awards under the Incentive Compensation Plan) having breached any agreement relating prior to non-solicitation, non-competition, or the ownership or protection date of the intellectual property date of termination, the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof shall have no further obligations whatsoever to Executive and a thirty (30) day cure periodunder 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.

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” Cause at any time after providing a effective upon written notice of termination for Cause to the Executive. For purposes of this Agreement, Cause the term “Cause” shall mean the termination of the Service Period on account of (A) the Executive’s failure to substantially perform the Executive’s duties hereunder or as reasonably assigned to the Executive by the Board and consistent with the Executive’s obligations hereunder and Executive shall not have cured such failure (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (B) the Executive’s material breach of this Agreement or any material written policy of the Company and failure of the Executive to have cured such breach (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or entry of a final cease-and-desist order against the Executive; (D) conviction of a felony or a plea of nolo contendere to a felony; or (E) conduct by the Executive constituting a misdemeanor involving a Disqualifier (as defined below) by the Executive. “Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of fiduciary duty involving personal profit, organized crime or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, willful violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal willful violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission willful violation of housing authority laws or other civil regulations arising from the operations of the Bank; 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 willful violation of any duty the rules, regulations, codes of loyalty conduct or other fiduciary duty ethics of a self-regulatory trade or professional organization. Notwithstanding the foregoing, the Executive shall not be deemed terminated for Cause unless and until there shall have been delivered to the Company or any other material misconduct on Executive a copy of the resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive) and an opportunity for the Executive , together with counsel, to be heard before the Board), finding that, in the good faith of the Board, the Executive’s part; (vi) conduct justified termination for Cause and specifying 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 its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently particulars thereof in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodreasonable detail.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment for “Cause” immediately at any time after providing a notice of termination for Cause to ExecutiveCause. For purposes of this Agreement, Cause means “Cause” is defined as: (ia) engaging in conduct which is demonstrably and materially injurious acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any AffiliateCompany; (iib) being convicted of, any acts or entering a plea of guilty or nolo contedere conduct by Executive that are materially adverse to the Company’s interests; (or similar plea), to a criminal offense involving dishonesty, c) Executive’s material breach of trust, fraud, or moral turpitudethis Agreement; (iiid) the suspension, removal or prohibition from participating in the conduct Executive’s breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any comparable provision felony or crime of federal moral turpitude 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 Executive is entered (regardless of whether or not Executive 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 that otherwise negatively impacts Executive’s part; (vi) the willful refusal or negligent failure ability to effectively perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information of the Company and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with hereunder; (f) Executive’s willful neglect of duties as determined in the Company or any sole and exclusive discretion of the CompanyBoard of Directors; (g) Executive’s material policies applicable inability to perform the essential functions of Executive’s position, whether currently in effect with or later adoptedwithout reasonable accommodation, due to a mental or physical disability; or (xih) Executive has failed to perform or habitually neglected Executive’s duties after death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of written notice thereof 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 a thirty all benefits earned and accrued through the date of termination (30) day cure period“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 are reimbursable in accordance with Section 4.4 or Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in Section 7.2 below.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment for “Cause” immediately at any time after providing a notice of termination for Cause to ExecutiveCause. For purposes of this Agreement, Cause means “Cause” is defined as: (ia) engaging in conduct which is demonstrably and materially injurious acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any AffiliateCompany; (iib) being convicted of, any acts or entering a plea of guilty or nolo contedere conduct by Executive that are materially adverse to the Company’s interests; (or similar plea), to a criminal offense involving dishonesty, c) Executive’s material breach of trust, fraud, or moral turpitudethis Agreement; (iiid) the suspension, removal or prohibition from participating in the conduct Executive’s breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any comparable provision felony or crime of federal moral turpitude or state lawthat otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ivf) having been found liable in any Securities Executive’s willful and Exchange Commission continued failure to substantially perform Executive’s duties for the Company (other than as a result of incapacity due to physical 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 liabilitymental disability); (vg) gross negligence, insubordination, or material violation of any duty of loyalty or other fiduciary duty to the Company or any other material misconduct on Executive’s part; (vi) the willful refusal or negligent failure inability to perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information the essential functions of the Company and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties position, with the Company reasonable accommodation, due to a mental or any of the Company’s material policies applicable to Executive, whether currently in effect or later adoptedphysical disability; or (xih) Executive has failed to perform or habitually neglected Executive’s duties after death. In the event of termination based on (b), (c), (d), or (f), Executive will have fifteen (15) days from receipt of written notice thereof 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 a thirty all benefits earned and accrued through the date of termination (30) day cure period“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 are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in Section 7.2 below.

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” at any time after providing a notice of termination for Cause to Executive. For purposes of this Agreement, the term “Cause” shall mean, when used in connection with the termination of the Service Period, the termination of the Service Period on account of (A) the Executive’s incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Executive by the Company Board or the Bank Board which are in the interests of the Company or the Bank and consistent with the Executive’s obligations hereunder; (B) the Executive’s material breach of this Agreement or any material written Company policy; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or (D) an act or acts on Executive’s part constituting (x) a felony or (y) a misdemeanor involving a Presumptive Disqualifier (as defined below) by the Executive; provided that, within thirty (30) days following the Company’s knowledge of the occurrence of any of the events set forth herein, the Company shall have delivered written notice to the Executive of its intention to terminate the Service Period for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Service Period for Cause and, solely to the extent such circumstances are capable of being cured, in the reasonable judgment of the Board, the Executive shall not have cured such circumstances within ten (10) business days following the Executive’s receipt of such notice. “Presumptive Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of trust or any Affiliatefiduciary duties, organized crime or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission violation of housing authority laws or other civil regulations; 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 duty the rules, regulations, codes of loyalty conduct or other fiduciary duty to the Company ethics of a self-regulatory trade 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure period.professional organization. Exhibit 10.2

Termination for Cause by the Company. The Company may terminate Executive’s employment 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 notice of , he shall be subject to termination for Cause to Executiveforthwith. For purposes of this Agreement, Cause means shall mean engaging in or committing: (i) engaging in any act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct which is demonstrably and materially injurious to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business breach of the Company or any Affiliatefiduciary duty; (ii) being convicted of, or entering a plea any conduct which is inconsistent with the dignity and character of guilty or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach an executive of trust, fraud, or moral turpitudethe Company; (iii) the suspension, removal or prohibition from participating in the conduct a substantial breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act or any comparable material provision of federal or state lawthis Agreement; (iv) having been found liable a willful or reckless material misconduct in any Securities and Exchange Commission the performance of the Executive’s duties; 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 negligencethe habitual neglect of duties; provided, insubordinationhowever, that for purposes of clauses (iv) and (v), Cause shall not include any one or material violation more of the following: bad judgment, negligence or any duty of loyalty act or other fiduciary duty omission believed by the Executive in good faith to have been in or not opposed 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 interest of the Company and its Affiliates; (viii) having breached without any written agreement 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; (ii) any previous year’s earned but not to disclose any information pertaining paid Bonus; and (iii) unpaid cash entitlements earned and accrued pursuant to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection terms of the intellectual property applicable Company plan or program prior to the date of the Company or its Affiliates; (x) having materially breached any applicable federaldate of termination, state or local laws or regulations governing Executive’s duties with the Company or any shall have no further obligations under this Agreement. In the event of termination for Cause, Executive agrees to be bound by the covenants set forth herein at Sections 7, 8, and 10 though 13, effective as of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodtermination date.

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” Cause at any time after providing a effective upon written notice of termination for Cause to the Executive. For purposes of this Agreement, Cause the term “Cause” shall mean the termination of the Service Period on account of (A) the Executive’s failure to substantially perform the Executive’s duties hereunder or as reasonably assigned to the Executive by the Board and consistent with the Executive’s obligations hereunder and Executive shall not have cured such failure (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (B) the Executive’s material breach of this Agreement or any material written policy of the Company and failure of the Executive to have cured such breach (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or entry of a final cease-and-desist order against the Executive; (D) conviction of a felony or a plea of nolo contendere to a felony; or (E) conduct by the Executive constituting a misdemeanor involving a Disqualifier (as defined below) by the Executive. “Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of fiduciary duty involving personal profit, organized crime or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, willful violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal willful violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission willful violation of housing authority laws or other civil regulations arising from the operations of the Bank; 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 willful violation of any duty the rules, regulations, codes of loyalty conduct or other fiduciary duty ethics of a self-regulatory trade or professional organization. Notwithstanding the foregoing, the Executive shall not be deemed terminated for Cause unless and until there shall have been delivered to the Company or any other material misconduct on Executive a copy of the resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive) and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that, in the good faith of the Board, the Executive’s part; (vi) conduct justified termination for Cause and specifying 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 its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently particulars thereof in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodreasonable detail.

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” at any time after providing a notice of termination for Cause to Executive. For purposes of this Agreement, the term “Cause” shall mean, when used in connection with the termination of the Service Period, the termination of the Service Period on account of (A) the Executive’s incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Executive by the Company Board or the Bank Board which are in the interests of the Company or the Bank and consistent with the Executive’s obligations hereunder; (B) the Executive’s material breach of this Agreement or any material written Company policy; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or (D) an act or acts on Executive’s part constituting (x) a felony or (y) a misdemeanor involving a Presumptive Disqualifier (as defined below) by the Executive; provided that, within thirty (30) days following the Company’s knowledge of the occurrence of any of the events set forth herein, the Company shall have delivered written notice to the Executive of its intention to terminate the Service Period for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Service Period for Cause and, solely to the extent such circumstances are capable of being cured, in the reasonable judgment of the Board, the Executive shall not have cured such circumstances within ten (10) business days following the Executive’s receipt of such notice. “Presumptive Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of trust or any Affiliatefiduciary duties, organized crime or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission violation of housing authority laws or other civil regulations; 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 duty the rules, regulations, codes of loyalty conduct or other fiduciary duty to the Company ethics of a self-regulatory trade 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure period.professional organization. Exhibit 10.1

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment for “Cause” immediately at any time after providing a notice of termination for Cause to ExecutiveCause. For purposes of this Agreement, Cause means “Cause” is defined as: (ia) engaging in conduct which is demonstrably and materially injurious acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any AffiliateCompany; (iib) being convicted of, any acts or entering a plea of guilty or nolo contedere conduct by Executive that are materially adverse to the Company’s interests; (or similar plea), to a criminal offense involving dishonesty, c) Executive’s material breach of trust, fraud, or moral turpitudethis Agreement; (iiid) the suspension, removal or prohibition from participating in the conduct Executive’s breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any comparable provision felony or crime of federal moral turpitude 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 Executive is entered (regardless of whether or not Executive 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 that otherwise negatively impacts Executive’s part; (vi) the willful refusal or negligent failure ability to effectively perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information of the Company and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with hereunder; (f) Executive’s willful neglect of duties as determined in the Company or any sole and exclusive discretion of the CompanyBoard of Directors; (g) Executive’s material policies applicable inability to perform the essential functions of Executive’s position, whether currently in effect with or later adoptedwithout reasonable accommodation, due to a mental or physical disability; or (xih) Executive has failed to perform or habitually neglected Executive’s duties after death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of written notice thereof 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 a thirty all benefits earned and accrued through the date of termination (30) day cure period“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 are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in Section 7.2 below.

Termination for Cause by the Company. The Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment for “Cause” immediately at any time after providing a notice of termination for Cause to ExecutiveCause. For purposes of this Agreement, Cause means “Cause” is defined as: (ia) engaging in conduct which is demonstrably and materially injurious acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any AffiliateCompany; (iib) being convicted of, any acts or entering a plea of guilty or nolo contedere conduct by Executive that are materially adverse to the Company’s interests; (or similar plea), to a criminal offense involving dishonesty, c) Executive’s material breach of trust, fraud, or moral turpitudethis Agreement; (iiid) the suspension, removal or prohibition from participating in the conduct Executive’s breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act Confidential Information and Invention Assignment Agreement; (e) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any comparable provision felony or crime of federal moral turpitude 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 Executive is entered (regardless of whether or not Executive 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 that otherwise negatively impacts Executive’s part; (vi) the willful refusal or negligent failure ability to effectively perform assigned duties; (vii) having used or disclosed, without authorization, confidential or proprietary information of the Company and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with hereunder; (f) Executive’s willful neglect of duties as determined in the Company or any sole and exclusive discretion of the CompanyBoard of Directors; (g) Executive’s material policies applicable inability to perform the essential functions of Executive’s position, whether currently in effect with or later adoptedwithout reasonable accommodation, due to a mental or physical disability; or (xih) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to death. In the event of termination based on (b), (c) or (f), Executive and a will have thirty (30) day days from receipt of written notice from the Company to cure periodthe issue, if curable, with such written notice to be provided to Executive. No act or failure to act will be considered “willful” for purposes of this Agreement unless done or failed to be done by Executive intentionally and in bad faith. In the event that Executive’s employment is terminated in accordance with this 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 (“Accrued Benefits”). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.

Termination for Cause by the Company. The Company may terminate the Employment Period and the Executive’s employment hereunder for good cause (“Cause” at any time after providing a notice ”) as defined in art. 337 Swiss Code of termination for Cause to ExecutiveObligations1. For purposes of this AgreementSection 5(d), Cause means “Cause” shall include the following: (i) engaging conduct by the Executive constituting a material 1 Art. 337 para 2 Swiss Code of Obligations: good cause generally includes any circumstance which renders the continuation of the employment relationship in conduct which is demonstrably and materially injurious good faith unconscionable for the party giving notice. Employment Agreement CRISPR Therapeutics AG 5 act of misconduct in connection with the performance of the Executive’s duties that results in material harm to the Company Company, including, without limitation, misappropriation of funds or any Affiliate, or that materially xxxxx the reputation, good will, or business property of the Company or any Affiliateof its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) being convicted ofthe Executive’s indictment for, conviction of or entering a plea of guilty or nolo contedere contendre to (A) any felony; or similar plea), to (B) a criminal offense misdemeanor involving dishonesty, breach of trust, fraud, or moral turpitude, deceit, dishonesty or fraud; (iii) continued non-performance by the suspension, removal or prohibition from participating in the conduct Executive of the CompanyExecutive’s affairs material responsibilities hereunder (other than by an order issued under reason of the Federal Deposit Insurance Act Executive’s physical or any comparable provision mental illness, incapacity or disability) which has continued for more than 30 days following written notice of federal or state lawsuch non-performance from the CEO; (iv) having been found liable a breach by the Executive of any of the material provisions contained in any Securities this Agreement or the material obligations arising pursuant to the Confidentiality and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to Executive is entered Assignment Agreement (regardless of whether or not Executive admits or denies liabilityas hereinafter defined); (v) gross negligence, insubordination, or a material violation by the Executive of any duty of loyalty or 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable written employment policies, which if possible to Executive, whether currently in effect or later adoptedcure is not cured within 30 days following written notice of such violation; or (xivi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided that the exercise by Executive has failed to perform of his rights under Swiss law shall not constitute a breach of this Subsection (vi); (vii) any other behavior of the Executive that renders the continuation of the employment relationship in good faith unconscionable for the Company. For the avoidance of doubt, any termination by the Company for Cause, whether if justified or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure period.not, will terminate the Employment Period immediately

Termination for Cause by the Company. The Company may terminate Executive’s employment the Service Period for “Cause” Cause at any time after providing a effective upon written notice of termination for Cause to the Executive. For purposes of this Agreement, Cause the term “Cause” shall mean the termination of the Service Period on account of (A) the Executive’s failure to substantially perform the Executive’s duties hereunder or as reasonably assigned to the Executive by the Board and consistent with the Executive’s obligations hereunder and Executive shall not have cured such failure (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (B) the Executive’s material breach of this Agreement or any material written policy of the Company and failure of the Executive to have cured such breach (as determined in the reasonable judgment of the Board) within thirty (30) days after written notice from the Board; (C) the Executive’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or entry of a final cease-and-desist order against the Executive; (D) conviction of a felony or a plea of nolo contendere to a felony; or (E) conduct by the Executive constituting a misdemeanor involving a Disqualifier (as defined below) by the Executive. “Disqualifier” means (i) engaging in conduct which is demonstrably and materially injurious to the Company fraud, moral turpitude, dishonesty, breach of fiduciary duty involving personal profit, organized crime or any Affiliate, or that materially xxxxx the reputation, good will, or business of the Company or any Affiliateracketeering; (ii) being convicted of, willful violation of securities or entering a plea of guilty commodities laws or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach of trust, fraud, or moral turpituderegulations; (iii) the suspension, removal willful violation of depository institution laws 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 lawregulations; (iv) having been found liable in any Securities and Exchange Commission willful violation of housing authority laws or other civil regulations arising from the operations of the Bank; 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 willful violation of any duty the rules, regulations, codes of loyalty conduct or other fiduciary duty ethics of a self-regulatory trade or professional organization. Notwithstanding the foregoing, the Executive shall not be deemed terminated for Cause unless and until there shall have been delivered to the Company or any other material misconduct on Executive a copy of the resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive) and an opportunity for the Executive, together with counsel, to be heard before the Board, finding that, in the good faith of the Board, the Executive’s part; (vi) conduct justified termination for Cause and specifying 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 its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently particulars thereof in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodreasonable detail.

Termination for Cause by the Company. The Company may terminate the Executive’s 's employment for “Cause” with the Company at any time after providing a notice for Cause. 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 ExecutiveCause. For purposes of this Agreement, Cause means "Cause" shall be defined as (i1) engaging gross negligence in conduct which is demonstrably and materially injurious the performance of the material responsibilities of the Executive's office or position; (2) gross misconduct in the performance of the material responsibilities of the Executive's office or position, including, without limitation, malfeasance relating to the Company and/or vendor and customer accounts and insubordination; (3) material failure or any Affiliaterefusal 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 that materially xxxxx other acts or omissions constituting material neglect or dereliction of his such duties; (4) the reputation, good will, or business conviction of the Company Executive by a court of competent jurisdiction (and after all appeal procedures have been exhausted or any Affiliate; (iihave expired) being convicted of, or entering the entry of a plea of guilty or nolo contedere (or similar plea), contendere by the Executive to a criminal offense involving dishonestycharge of, breach the commission of trust, fraud, a crime that constitutes a felony under federal or moral turpitudestate law or the equivalent under foreign law; (iii5) the suspension, removal Executive's embezzlement or prohibition from participating in the conduct intentional misappropriation of any property of the Company’s affairs by an order issued under the Federal Deposit Insurance Act or any comparable provision of federal or state law; (iv6) the Executive having been found liable 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 Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order applicable to Executive is entered Confidential Information (regardless of whether or not Executive admits or denies liabilityas hereinafter defined); (v7) gross negligencefraud, insubordination, or material violation of any duty of loyalty dishonesty or other acts or omissions by the Executive that constitute a willful breach of his 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 and its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; (x) having materially breached any applicable federal, state or local laws or regulations governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi8) the happening of any other event which, under the 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 termination of his employment for Cause under this Section 3(a). If the Executive shall be terminated pursuant to clause (1), (2) or (3) of this Section 3(a), the Executive has failed shall be given a reasonable period of time, not to perform exceed 30 days, to correct the underlying act or habitually neglected Executive’s duties after written omission. In all other cases, termination shall be effective as of the date notice thereof to Executive and a thirty (30) day cure periodis given.

Termination for Cause by the Company. The Company may terminate Executive’s employment 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 notice of , he shall be subject to termination for Cause to Executiveforthwith. For purposes of this Agreement, Cause means shall mean engaging in or committing: (i) engaging in any act which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct which is demonstrably and materially injurious to the Company or any Affiliate, or that materially xxxxx the reputation, good will, or business breach of the Company or any Affiliatefiduciary duty; (ii) being convicted of, or entering a plea any conduct which is inconsistent with the dignity and character of guilty or nolo contedere (or similar plea), to a criminal offense involving dishonesty, breach an executive of trust, fraud, or moral turpitudethe Company; (iii) the suspension, removal or prohibition from participating in the conduct a substantial breach of the Company’s affairs by an order issued under the Federal Deposit Insurance Act or any comparable material provision of federal or state lawthis Agreement; (iv) having been found liable a willful or reckless material misconduct in any Securities and Exchange Commission the performance of the Executive’s duties; 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 negligencethe habitual neglect of duties; provided, insubordinationhowever, that for purposes of clauses (iv) and (v), Cause shall not include any one or material violation more of the following: bad judgment, negligence or any duty of loyalty act or other fiduciary duty omission believed by the Executive in good faith to have been in or not opposed 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 interest of the Company and its Affiliates; (viii) having breached without any written agreement 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 not in lieu of being terminated for Cause, he may be deemed to disclose any information pertaining 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 Company or its Affiliates or their customers, suppliers date of termination and businesses; (ixii) having breached any agreement relating unpaid cash entitlements earned and accrued pursuant to non-solicitation, non-competition, or the ownership or protection terms of the intellectual property 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 Company or its Affiliates; (x) having materially breached any applicable federaldate of termination, state or local laws or regulations governing Executive’s duties with the Company or any shall have no further obligations under this Agreement. In the event of termination for Cause, Executive agrees to be bound by the covenants set forth herein at Sections 7 through 13, effective as of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure periodtermination date.

Termination for Cause by the Company. The Company may terminate Executive’s employment hereunder for “Cause” at any time after providing a notice of termination for Cause to Executive. For purposes of this Agreement, Cause means (i) engaging in conduct which is demonstrably and materially injurious to the Company or and any AffiliateAffiliates, or that materially xxxxx the reputation, good will, or business of the Company or and any AffiliateAffiliates; (ii) being convicted of, or entering a plea of guilty or nolo contedere 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 Executive Participant is entered (regardless of whether or not Executive 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 its Affiliates; (viii) having breached any written agreement with the Company not to disclose any information pertaining to the Company or its Affiliates or their customers, suppliers and businesses; (ix) having breached any agreement relating to non-solicitation, non-competition, or the ownership or protection of the intellectual property of the Company or its Affiliates; or (x) having materially breached any applicable federal, state or local laws or regulations regulation governing Executive’s duties with the Company or any of the Company’s material policies applicable to Executive, whether currently in effect or later adopted; or (xi) Executive has failed to perform or habitually neglected Executive’s duties after written notice thereof to Executive and a thirty (30) day cure period.