Common use of Termination for Cause or Without Good Reason Clause in Contracts

Termination for Cause or Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. The Company may Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment pursuant to by the terms of this Agreement at any time Company for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause), or in the event the by Executive terminates his employment with without Good Reason, the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensationfurther obligation hereunder, or reimbursement except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination1(h) below. For purposes of this AgreementAs used herein, “Cause” shall bemean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for fraud or felonious criminal conductCause; (ii) habitual drunkenness or drug addictiona material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreementcovenants made by Executive in Section 2 hereof; provided, and however, that in the continuation of event such material breach or default is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive for a period in Section 2 hereof; (iv) the willful or gross neglect by Executive of ten days the material duties required by this Agreement following the date of receipt of written notice from Company specifying the breach CEO which specifically identifies the nature of such willful or default of Executivegross neglect and a reasonable opportunity to cure; or (v) the resignation a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or quitting conflicts of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardinterest.

Termination for Cause or Without Good Reason. The Company may Executive shall have the right to terminate his employment without Good Reason. Upon the termination of Executive’s employment pursuant to by the terms of this Agreement at any time Company for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause), or in the event the by Executive terminates his employment with without Good Reason, the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensationfurther obligation hereunder, or reimbursement except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination1(h) below. For purposes of this AgreementAs used herein, “Cause” shall bemean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for fraud or felonious criminal conductCause; (ii) habitual drunkenness or drug addictiona material breach by Executive of a fiduciary duty owed to the Company; provided that the Board determines, in the Board’s good faith discretion, that such material breach undermines the Board’s confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Board; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreementcovenants made by Executive in Section 2 hereof; provided, and however, that in the continuation of event such material breach or default is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Board, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive for a period in Section 2 hereof; (iv) the willful or gross neglect by Executive of ten days the material duties required by this Agreement following the date of receipt of written notice from Company specifying the breach Board which specifically identifies the nature of such willful or default of Executivegross neglect and a reasonable opportunity to cure; or (v) the resignation a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or quitting conflicts of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardinterest.

Termination for Cause or Without Good Reason. The Company may terminate Upon the termination of Executive’s employment pursuant to by the terms of this Agreement at any time Company for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause), or in the event the by Executive terminates his employment with without Good Reason, the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4further obligation hereunder, except for the payment of any Accrued Obligations (as may otherwise be provided by law, for any period subsequent to the effective date of terminationdefined in paragraph 1(f) below). For purposes of this AgreementAs used herein, “Cause” shall bemean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for fraud or felonious criminal conductCause; (ii) habitual drunkenness or drug addictiona material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in his position, as evidenced in writing from the CEO; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreementcovenants made by Executive in Section 3 hereof; provided, and however, that in the continuation of event such material breach or default is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive for a period in Section 3 hereof; (iv) the willful or gross neglect by Executive of ten days the material duties required by this Agreement following the date of receipt of written notice from Company specifying the breach CEO which specifically identifies the nature of such willful or default of Executivegross neglect and a reasonable opportunity to cure; or (v) the resignation a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or quitting conflicts of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardinterest.

Termination for Cause or Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 34, or to participate in any Executive benefit programs under Section 45, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall bemean: (i) indictment for fraud the Executive is convicted of a felony or commits a felonious criminal conductact which is related to the Executive's employment or the business of the Company; (ii) habitual drunkenness the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company; (iv) the Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Sections 7 or 8 of this Agreement; (vii) the Executive materially fails to competently perform his duties under Section 3 and after the giving of notice specifying with reasonable particularity any alleged deficiency(ies) fails to cure the alleged deficiency(ies) within 30 days; (viii) the Executive suffers from alcoholism or drug addiction; (iiiix) material sanctions against Executivethe Executive has been found to have committed any act or have failed to take any action which results in the Company’s common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its businessapplicable; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (vx) the resignation or quitting of Executive prior fails on more than one occasion to comply with the end of the Term, if applicable, (in this last event, Employeedirective’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, ’s Board of Directors; or (xi) the Executive fails or refuses to cooperate in any officer, director, official investigation or executive inquiry conducted by or on behalf of the Company, Company or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by any government body or agency asserting jurisdiction over the Company following a written allegation by another employee or any of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardits securities.

Termination for Cause or Without Good Reason. The In the event the Chief Business Officer and General Counsel s consultancy is terminated by the Company may terminate For Cause or by the ExecutiveChief Business Officer and General Counsel without Good Reason, the Company shall be obligated to pay the Chief Business Officer and General Counsel his Compensation through the date of termination. As used herein, the term “For Cause” shall mean (i) a court of competent jurisdiction has made a final determination of Chief Business Officer and General Counsel’s employment pursuant misappropriation of the Company’s assets or perpetration of fraud or willful malfeasance in his dealings with or on behalf of the Company; (ii) the Chief Business Officer and General Counsel’s plea of guilty or nolo contendere to, or conviction in a court of law of, any crime or offense which constitutes a felony, in each case whether or not involving the Company; (iii) Chief Business Officer and General Counsel’s engaging in an act of moral turpitude which is likely to have a material adverse effect on the terms Company’s business or reputation; (iv) the Chief Business Officer and General Counsel’s habitual drunkenness or habitual use of illegal substances; (v) the Chief Business Officer and General Counsel’s failure to cooperate with a governmental or regulatory investigation concerning the Company or the Chief Business Officer and General Counsel; (vi) the Chief Business Officer and General Counsel’s willful refusal to follow, or reckless disregard of, the written policies and reasonable directives of the Company or the Board after given the opportunity to object with such directive and given thirty (30) calendar days to cure; or (vii) the Chief Business Officer and General Counsel’s material breach of a material provision of this Agreement Agreement, which material breach, if curable, is not cured within thirty (30) calendar days after written notice thereof by the Company. Whether a termination is “For Cause,” as such term is defined in this Section 5.3, shall be determined by a vote of at any time for Cause (as defined below) by giving least ¾ of all of the Executive members of the Board, including Chief Business Officer and General Counsel’s vote, in its sole discretion. Notwithstanding the foregoing, upon written notice of a material breach that could result in a For Cause termination setting forth pursuant to clauses (vii) and /or (viii) of the preceding sentence, the Chief Business Officer and General Counsel may upon written notice to the Company, which shall be given within five (5) business days after receipt of the notice of material breach, request a hearing on the matter before all members of the the Board (in reasonable detail which the Chief Business Officer and General Counsel may be accompanied by his own legal counsel) in order for the Chief Business Officer and General Counsel to provide information that refutes, or justifies the actions that form, the basis for of the assertion that a material breach has occurred. If such terminationa hearing is requested, the notice of material breach shall be deemed to not be effective until the hearing has occurred, and that ¾ of the all of the members of the Board determines not to change its position. Such termination Minutes of the hearing shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided taken by law, for any period subsequent to the effective date of terminationa mutually acceptable independent person. For purposes of this AgreementSection 5.3, “Cause” shall be: (i) indictment for fraud no act or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior failure to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having Chief Business Officer and General Counsel shall be considered “willful” if such act is done by Chief Business Officer and General Counsel in the effect good faith belief that such act is or was in the best interests of injuring, in a material way (as determined in good-faith by the Company), the business Company or reputation one or more of its businesses or was made upon advice of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardcounsel.

Termination for Cause or Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined belowbelow (other than a termination by Executive of his employment without Good Reason within one year following a Change of Control pursuant to Section 5(c)(iii)), then the Executive shall have no right to compensation, compensation or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect effect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (viivi) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viiivii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. The Company may Executive shall have the right to terminate his employment without Good Reason. Upon the termination of Executive’s employment pursuant to by the terms of this Agreement at any time Company for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause), or in the event the by Executive terminates his employment with without Good Reason, the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensationfurther obligation hereunder, or reimbursement except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination1(h) below. For purposes of this AgreementAs used herein, “Cause” shall bemean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for fraud or felonious criminal conductCause; (ii) habitual drunkenness or drug addictiona material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in his position, as evidenced in writing from the CEO; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreementcovenants made by Executive in Section 2 hereof; provided, and however, that in the continuation of event such material breach or default is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive for a period in Section 2 hereof; (iv) the willful or gross neglect by Executive of ten days the material duties required by this Agreement following the date of receipt of written notice from Company specifying the breach CEO which specifically identifies the nature of such willful or default of Executivegross neglect and a reasonable opportunity to cure; or (v) the resignation a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or quitting conflicts of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardinterest.

Termination for Cause or Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 34, or to participate in any Executive benefit programs under Section 45, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall bemean: (i) indictment for fraud the Executive is convicted of a felony or felonious misdemeanor or commits a criminal conductact; (ii) habitual drunkenness the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or drug addictionintentional misconduct resulting, in any case, in harm to the Company; (iii) material sanctions against Executive, imposed the Executive misappropriates Company funds or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon otherwise defrauds the Company and its businessCompany; (iv) material breach the Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executiveindirectly; (v) the resignation or quitting of Executive prior to materially breaches any agreement with the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits)Company; (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company Executive breaches any provision of Executive’s misuse Sections 7 or conversion 8 of Company assets or funds, this Agreement; (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having fails to competently perform his duties under Section 3 and after the effect giving of injuring, in a material way (as determined in good-faith by notice specifying with reasonable particularity any alleged deficiency(ies) fails to cure the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or alleged deficiency(ies) within 30 days; (viii) the determination Executive suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in any form except strictly in accordance with the recommendation of a physician or dentist; (ix) the Executive has been found to have committed any act or have failed to take any action which results in the Parents common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, as applicable; (x) the Executive is chronically absent or tardy after being warned by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by ; (xi) the Company following a written allegation by another employee Executive fails on more than occasion to comply with the directive’s of the Company, that ’s Board of Directors; or (xii) the Executive engaged fails or refuses to cooperate in some form any official investigation or inquiry conducted by or on behalf of harassment prohibited the Company or the Parent or by law (including, without limitation, age, sex any government body or race discrimination) unless agency asserting jurisdiction over the Executive’s actions were specifically directed by Company or the BoardParent or any of its or their securities.

Termination for Cause or Without Good Reason. The Company may terminate (a) If the Executive’s employment pursuant to is terminated by the terms of this Agreement at any time Company for Cause (as defined belowin paragraph (b)) or by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” Reason (as defined belowin paragraph (c)), then the Executive shall have be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) reimbursement for unreimbursed, documented business expenses properly incurred by the Executive in accordance with Section 5.4 below, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iii) such employee benefits, if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no right event shall the Executive be entitled to compensation, any payments in the nature of severance or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, termination payments except as may otherwise specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts.” In addition, if the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason within the twelve (12) months following the Effective Date, the Executive will be provided by law, for any period subsequent obligated to repay to the effective date Company the full amount of termination. the Signing Bonus. (b) For purposes of this Agreement, “Cause” shall bemean the occurrence of any of the following: (i) indictment the Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental disability) as reasonably determined by the Board and that continues for fraud or felonious criminal conducttwenty (20) calendar days after written notice from the Company; (ii) habitual drunkenness or drug addictionthe Executive’s failure to comply with any valid and legal directive of the Board that continues for twenty (20) calendar days after written notice from the Company; (iii) material sanctions against the Executive’s engagement in dishonesty, imposed illegal conduct, or consented tomisconduct, which, in his capacity as an employee of Company by regulatory agencies governing each case, materially hxxxx or is reasonably likely to materially harm the Company or against Company because any of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its businessaffiliates; (iv) material breach the Executive’s embezzlement, misappropriation, or default by Executive of any of fraud, whether or not related to the material terms or conditions of this Agreement, and Executive’s employment with the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of ExecutiveCompany; (v) the resignation Executive’s conviction of or quitting plea of Executive prior guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material harm or is reasonably likely to cause material harm to the end Company or any of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits)its affiliates; (vi) the determination by Executive’s violation of any of the Company’s written policies or rules, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, as in effect from time to time; (vii) any act of the Executive’s willful or intentional misconduct, or a grossly negligent act by the Executive having the effect unauthorized disclosure of injuring, in a material way Confidential Information (as determined defined in good-faith by the CompanySection 7.1(a) below), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, ; or (viii) the determination by Executive’s breach of any obligation under this Agreement or any other written agreement between the Executive and the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. The Company may terminate the ExecutiveService Provider’s employment engagement pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive Service Provider written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive Service Provider terminates his employment engagement with the Company without “Good Reason,” as defined below, then the Executive Service Provider shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive Service Provider benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against ExecutiveService Provider, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive Service Provider which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive Service Provider of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive Service Provider for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of ExecutiveService Provider; (v) the resignation or quitting of Executive Service Provider prior to the end of the Term, if applicable, (in this last event, EmployeeService Provider’s employment engagement shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of ExecutiveService Provider’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive Service Provider having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive Service Provider engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the ExecutiveService Provider’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. The In the event the Executives employment is terminated by the Company may terminate For Cause or by the Executive without Good Reason, the Company shall be obligated to pay the Executive his Salary through the date of termination. As used herein, the term “For Cause” shall mean(i) a court of competent jurisdiction has made a final determination of Executive’s misappropriation of the Company’s assets or perpetration of fraud or willful malfeasance in his dealings with or on behalf of the Company; (ii) the Executive’s employment pursuant plea of guilty or nolo contendere to, or conviction in a court of law of, any crime or offense which constitutes a felony, in each case whether or not involving the Company; (iii) Executive’s engaging in an act of moral turpitude which is likely to have a material adverse effect on the terms Company’s business or reputation; (iv) the Executive’s habitual drunkenness or habitual use of illegal substances; (v) the Executive’s failure to cooperate with a governmental or regulatory investigation concerning the Company or the Executive; (vi) theExecutive’s willful refusal to follow, or reckless disregard of, the written policies and reasonable directives of the Company or the Board after given the opportunity to object with such directive and given thirty (30) calendar days to cure; or (vii) the Executive’s material breach of a material provision of this Agreement at any time for Cause Agreement, which material breach, if curable, is not cured within thirty (as defined below30) by giving the Executive calendar days after written notice of thereof by the Company. Whether a termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for is “For Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as such term is defined belowin this Section 5.3, then shall be determined by a vote of at least ¾ of all of the members of the Board, including Executive’s vote, in its sole discretion. Notwithstanding the foregoing, upon written notice that of a material breach that could result in a For Cause termination pursuant to clauses (vii) and /or (viii) of the preceding sentence, the Executive may upon written notice to the Company, shall have no right be given within five (5) business days after receipt of the notice of material breach, the opportunity to compensationrequest a hearing on the matter before all members of the the Board(in which the Executive may be accompanied by his own legal counsel) in order for the Executive to provide information that refutes, or reimbursement under Section 3justifies the actions that form, or the basis of the assertion that a material breach has occurred. If such a hearing is requested, the notice of material breach shall be deemed to participate in any Executive benefit programs under Section 4not be effective until the hearing has occurred, except as may otherwise and that ¾ of the all of the members of the Board determines not to change its position. Minutes of the hearing shall be provided taken by law, for any period subsequent to the effective date of terminationa mutually acceptable independent person. For purposes of this AgreementSection 5.3, “Cause” shall be: (i) indictment for fraud no act or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior failure to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having shall be considered “willful” if such act is done by Executive in the effect good faith belief that such act is or was in the best interests of injuring, in a material way (as determined in good-faith by the Company), the business Company or reputation one or more of its businesses or was made upon advice of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardcounsel.

Termination for Cause or Without Good Reason. The Company may terminate the ExecutiveIf Employee’s employment pursuant to is terminated by the terms of this Agreement at any time Company for Cause or by Employee without Good Reason, Employee shall be entitled to receive: a. any accrued but unpaid base salary and accrued but unused vacation which shall be paid within one (1) month following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures or such earlier date as may be required by giving applicable law; b. any unpaid annual bonus with respect to any completed fiscal year immediately preceding the Executive written notice of termination setting forth in reasonable detail Termination Date; provided, however, that, if Employee’s employment is terminated by the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination Company for Cause, or then any such accrued but unpaid annual bonus shall be forfeited; c. reimbursement for unreimbursed business expenses properly incurred by Employee, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and d. such employee benefits, if any, to which Employee may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall Employee be entitled to any payments in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, nature of severance or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, termination payments except as may otherwise be specifically provided by law, for any period subsequent herein. e. Items 2(a) through 2(d) are referred to herein collectively as the effective date of termination. “Accrued Amounts”. f. For purposes of this Agreement, “Cause” shall bemean, as determined by the Board of Directors of the Company (the “Board”), in their discretion exercised in good faith, Employee’s dismissal as a result of: (i) indictment for fraud or felonious criminal conductany material breach by the Employee of any agreement between the Employee and the Company; (ii) habitual drunkenness the conviction of, indictment for or drug addictionplea of nolo contendere by the Employee to a felony or a crime involving moral turpitude; or (iii) any material sanctions against Executive, imposed misconduct or consented to, in his capacity as an employee of Company willful and deliberate non-performance (other than by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any reason of the material terms or conditions employee’s Disability) by the Employee of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior Employee’s duties to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. The Company may terminate Upon the termination of Executive’s employment pursuant to by the terms of this Agreement at any time Company for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause), or in the event the by Executive terminates his employment with without Good Reason, the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4further obligation hereunder, except for the payment of any Accrued Obligations (as may otherwise be provided by law, for any period subsequent to the effective date of terminationdefined in Section 1(f) below). For purposes of this AgreementAs used herein, “Cause” shall bemean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for fraud or felonious criminal conductCause; (ii) habitual drunkenness or drug addictiona material breach by Executive of a fiduciary duty owed to the Company; provided that the Reporting Officer determines, in the Reporting Officer’s good faith discretion, that such material breach undermines the Reporting Officer’s confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreementcovenants made by Executive in Section 3 hereof; provided, and however, that in the continuation of event such material breach or default is curable, Executive shall undertake such cure as soon as reasonably possible, but, in any instance, within thirty (30) days of Executive having received a written demand for cure by the Reporting Officer, which demand specifically identifies the manner in which the Company determines that Executive has materially breached any of the covenants made by Executive for a period in Section 3 hereof; (iv) the willful or gross neglect by Executive of ten days the material duties required by this Agreement following the date of receipt of written notice from Company specifying the breach Reporting Officer which specifically identifies the nature of such willful or default of Executivegross neglect and a reasonable opportunity to cure; or (v) the resignation a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or quitting conflicts of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Boardinterest.