Common use of Termination for Cause Clause in Contracts

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause. For purposes of this Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any one of its subsidiaries the Company Entities (other than as a result of total or partial failure resulting from incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the Board of Directors which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board of Directors believes that the Executive has not substantially performed his or her the Executive’s duties; or or (b) Conduct the willful engaging by the Executive that materially discredits in illegal conduct, gross misconduct or a clearly established violation of the Company or any of its subsidiaries or Company’s written policies and procedures, in each case which is materially detrimental and demonstrably injurious to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreementprovision, an act or failure to have been terminated for Cause act, on the part of the Executive, will not be considered “willful” unless and until there shall have been delivered it is done, or omitted to be done, by the Executive a copy in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote Board of not less than two-thirds Directors or based on the advice of counsel for the entire membership Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company’s . In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a meeting mutually agreeable time and location to be attended by the members of the Board called and held for that purpose of Directors in person within the following thirty (after reasonable notice to 30) days, at which meeting the Executive and will have an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)heard. Failing such determination and opportunity for hearing, finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) any termination of this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall not have no the right to receive, any compensation under this Agreement by reason of any such receive termination benefits pursuant to Section 5 hereof upon termination for Cause. As used herein, even if such “Cause shall mean termination occurs following a Change because of Executive’s: (1) material act of dishonesty in Control. The term “Cause” for purposes of this Agreement shall mean: (a) performing Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties on behalf of his or her employment with the Company and the Bank or a material breach of the Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board or the Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice thereof from the Board; or (6) willful violation of any of its subsidiaries law, rule or regulation (other than as a result of total traffic violations or partial incapacity due to physical or mental illnesssimilar offenses) in a manner consistent with Executive’s performance during that reflect adversely on the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudefinal cease-and-desist order. Notwithstanding the foregoing, prior to a Change in Control, Executive’s termination for Cause will not become effective unless the Chief Executive Officer of the Bank has delivered to Executive a copy of a Notice of Termination, in accordance with Section 6 hereof. Following a Change in Control, Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated Terminated for Cause unless and until there shall have been delivered to the Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 justifying Termination for Cause and specifying the particulars thereof in reasonable detail.

Termination for Cause. The (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may may, in its sole discretion, terminate the Executive’s Employment 's employment with the Company for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation "Cause" to payterminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, and incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes provision of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries related agreement entered into by the Executive; or (other than as a result of total or partial incapacity due to physical or mental illnessii) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from if the Board of Directors which specifically sets forth of the factual basis Bank terminates the employment of Executive with the Bank for Cause pursuant to subsection (c) of this Section 10. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company’s belief ; provided that Executive has not substantially performed his any act or her duties; or (b) Conduct by Executive that materially discredits omission to act on the Executive's behalf in reliance upon an opinion of counsel to either the Company or any of its subsidiaries or is materially detrimental the Bank shall not be deemed to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. be "willful." Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted approved by the affirmative vote of not less than two-thirds a majority of the entire membership non-officer members of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), Company finding that, in the good faith opinion of the Boardsuch majority, the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) which is deemed to be Cause within the meaning of this Section 3.4 paragraph, after notice to the Executive and specifying an opportunity for him, together with his counsel, to be heard before such majority (with the particulars thereof in reasonable detailCompany Board retaining the right to deliberate without the Executive and his counsel present before and/or after such hearing).

Termination for Cause. The During the terms of this Employment Agreement, the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company may terminate Executive’s Employment for Cause "Cause" (as hereinafter defined) in which event ). If the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her 's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (i) misappropriation of funds, embezzlement, or willful and material damage of or to any material property of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that , or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the Executive has not substantially performed of his duties hereunder; (iv) failure or her duties; or (b) Conduct refusal by the Executive that materially discredits to perform his duties in the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing best interests of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results and in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive accordance with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted directions given by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged chairman of the board or the president of the Company; or (v) a material breach by the Executive, in the type sole opinion of conduct set forth in clauses (a)the Company, (b), (c), (d) or (e) any of the provisions of this Section 3.4 Employment Agreement; which breach continues after notice of the breach, either oral or written, from the Company to the Executive. Upon termination of the Executive for "Cause", the Company will pay the Executive's salary and specifying other benefits, including reimburse the particulars thereof in reasonable detailExecutive for authorized expenses incurred, through the date of termination of the Executive's employment. The Executive acknowledges and agrees that the foregoing will be the Company's only obligations and total liability to the Executive for termination of the Executive's employment for "Cause".

Termination for Cause. The During the Term of Employment, the Company may at any time, without giving notice to Employee, immediately terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: Employee (a) Executive’s willful commits any act of embezzlement, theft, fraud or continued failure dishonesty; (b) engages in unfair competition with the Company or refusal any subsidiary of the Company whether or not wholly-owned; (c) is convicted of any felony; (d) breaches any material provision of the Confidentiality Agreement entered into by Employee pursuant to substantially Section 6 of this Agreement; (e) uses illegal drugs or other substances or (f) willfully breaches any other material provision of this Agreement. If Employee materially breaches or habitually neglects or fails in any material way to perform the usual and customary duties of his or her employment with the Company job, or any of its subsidiaries (other than as a result of total or partial incapacity due duties required to physical or mental illness) in a manner consistent with Executive’s performance during be performed under the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes terms of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to or the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership policies of the Company’s Board , the Company may, at its option, terminate this Agreement by giving written notice of Directors at a meeting termination to Employee. Any termination pursuant to either of the Board called two preceding sentences shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement. Before the Company may terminate this Agreement by reason of Employee's habitual neglect of or failure to perform the usual and held customary duties of his job or policies of the Company, the Company must first notify Employee in writing, setting forth in detail those duties and/or policies which Employee has habitually neglected or failed to perform, and provide Employee a reasonable period of time, not to exceed thirty (30) days, in which to cure such neglect or failure. If Employee does not cure the specified areas of neglect of failure, the Company may terminate this Agreement immediately by giving Employee written notice. At the time of any termination for that purpose (after reasonable notice cause, Employee shall be entitled to receive any salary and employment benefits which shall have accrued prior to the Executive date of termination, but shall not be entitled to any bonus or severance payments, salary or employment benefits relating to periods subsequent to the date of termination, subject to Employee's rights to continue medical and an opportunity for dental coverage under the Executive to Company's group policy, at Employee's expense, as may be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailprovided by law.

Termination for Cause. The Company may terminate Executive’s At any time during the Employment for Cause (as hereinafter defined) in which event Term, the Company shall have no the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. If such right is exercised, the Company's obligation to pay, and the Executive shall have no right be limited to receive, any compensation under this Agreement by reason the payment of any such unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination for (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, the term "Cause, even if such termination occurs following " shall mean that (i) there shall have been a Change in Control. The term “Cause” for purposes material breach by Executive of the terms of this Agreement which either is not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall mean: (a) Executive’s include, without limitation, the willful or and continued failure or refusal by Executive to substantially perform the usual and customary material duties of his for which he is employed or her employment with which are assigned to him hereunder or chronic absenteeism; (ii) the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors which specifically sets forth or executive officers of the factual basis for Company senior to the Company’s belief that Executive; (iii) the Executive has not substantially performed his wrongfully misappropriated money or her duties; or (b) Conduct by Executive that materially discredits the Company other assets or any of its subsidiaries or is materially detrimental to the reputation, character and standing properties of the Company or any subsidiary or affiliate of its subsidiariesthe Company, or has committed fraud; or (civ) The the Executive has been convicted of or plead "nolo contendere" to any felony or other serious crime, or has been convicted or has pleaded "nolo contendere" to a crime involving, or the Company, or any subsidiary or affiliate thereof is held liable for monetary damages by a court of competent jurisdiction as a result of the commission of an action by Executive which results in of, an act of moral turpitude; or (v) the incurrence Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company or any and promptly commences and completes the program. The determination on behalf of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect as to whether "cause" exists shall be made by a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative majority vote of not less than two-thirds of the entire membership of the Company’s 's Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailDirectors.

Termination for Cause. The Company may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination 's employment hereunder for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, the Executive shall be considered to be terminated for "Cause" only upon (i) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful misconduct of the Executive, or the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, in either case which has a material adverse effect on the Company; or (iv) the willful fraud or material dishonesty of the Executive in connection with his performance of duties to the Company. However, in no event shall the Executive's employment be considered to have been terminated for Cause "Cause" unless and until there shall have been delivered to the Executive receives a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has engaged been duly adopted by an affirmative vote of a majority of the Board, excluding the Executive and any individual alleged to have participated in the type acts constituting "Cause." Any such vote shall be taken at a meeting of conduct set the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in clauses reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the Executive is given an opportunity, together with counsel, to be heard before the Board. The Executive shall have the opportunity to cure any such acts or omissions (a), other than items (b), (c), (di) or (eii) above) within 15 days of this Section 3.4 the Executive's receipt of such resolution. The foregoing shall not limit the right of the Company to suspend the Executive from his day-to-day responsibilities with the Company pending the completion of such notice and specifying the particulars thereof in reasonable detailcure procedures.

Termination for Cause. SCS may immediately terminate this Agreement for cause if it determines that any of the following circumstances have occurred: (a) The Company Contractor is adjudged bankrupt or has made a general assignment for the benefit of its creditors; (b) All or a part of the Services have been abandoned; (c) Contractor has violated of any of the provisions of this Agreement. Any such occurrence may terminate Executive’s Employment for Cause (as hereinafter defined) constitute a breach permitting SCS to declare this Agreement in which event default and to exercise any and all applicable rights and remedies, including but not limited to, termination of the Company shall have no obligation to payAgreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the Executive parties. General Indemnity. It is expressly agreed that SCS will not assume liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the above named Contractor. Further, to the extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Agreement. The foregoing provisions shall have no right to receiveinclude, but not be limited to, any compensation under this Agreement judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for or by reason of any such actual or alleged claim of infringement. This indemnification shall survive the expiration or termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may Employer, upon a vote of the Company's Board of Directors (excluding the Executive) shall be entitled to immediately terminate the Executive’s Employment 's services in any of the following circumstances, each of which shall constitute "cause" for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meantermination: (a) the breach by Executive’s willful , in any material respect, of this Agreement (including, without limitation, the refusal or continued other failure or refusal by Executive to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (Executive's duties hereunder other than as a result of total failure to perform resulting from death or partial incapacity due to physical or mental illnessdisability) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive to cure such breach within 30 ten (10) days after Executive has received of written demand of performance notice thereof from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or; (b) Conduct the commission by Executive that materially discredits the Company of any act of dishonesty, fraud, intentional material misrepresentation or moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement of any of its subsidiaries or is materially detrimental to the reputation, character and standing funds of the Company or any of its subsidiaries; oraffiliates; (c) The the commission of an action by Executive which results in of any (1) willful misconduct or gross negligence, or (2) intentional act having the incurrence by effect of injuring the reputation, business or business relationships of the Company or any of its subsidiaries affiliates, and which intentional act would not reasonably be deemed to be in the best interests of any criminal liability or any material civil liability; orthe Company; (d) Executive’s material breach the entering by the Executive of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense) which carries a potential penalty of imprisonment for more than ninety (90) days and/or a fine in excess of Ten Thousand Dollars ($10,000); (e) Executive's abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company; (f) Executive's deliberate disregard of any lawful material rule or policy of the Company or order of the Company's Board of Directors and failure to cure the same within ten (10) days of written notice thereof from the Company; or (g) excessive absenteeism of Executive other than for reasons of illness, after written notice from the Company with respect thereto. If the Executive is terminated for any of the causes referred to a felony or any crime involving fraudin the above sub-paragraphs (a) through (g), theftall obligations of the Employer under this Agreement (except for obligations specifically referred to as continuing) shall automatically cease, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, and the Executive shall not be deemedentitled to any salary, payments or other benefits otherwise payable under this Agreement that arise after the last day of employment. The Executive shall be entitled to payment for purposes of this Agreement, to have been terminated for Cause unless any bonus earned in the year preceding such termination but not yet paid. The parties further agree and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding understand that, in the good faith opinion event of the Boardany such Termination for Cause, the Executive has engaged Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in full force and effect in the type of conduct manner and on the terms set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailherein.

Termination for Cause. (a) The Company may terminate Executive’s Employment for Cause this Agreement effective upon thirty (as hereinafter defined30) in which event days’ prior written notice of termination from the Company shall have no obligation to paythe Manager, and the Executive shall have no right to receive, any compensation under this Agreement by reason without payment of any such termination for CauseTermination Fee, even if such termination occurs following a Change in Control. The term “Cause” for purposes (i) the Manager materially breaches any provision of this Agreement and such breach shall mean: continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30 day period, (aii) Executive’s willful the Manager engages in any act of fraud, misappropriation of funds, or continued failure or refusal to substantially perform embezzlement against the usual and customary duties Company, (iii) there is an event of his or her employment with any gross negligence on the Company or any part of the Manager in the performance of its subsidiaries duties under this Agreement, (other than as iv) there is a result Change of total or partial incapacity due to physical or mental illness) Control of the Manager and a majority of the Independent Directors determines, in a manner consistent with Executive’s performance their sole discretion, at any point during the 12 18 months following such Change of Control, that such Change of Control was detrimental to the ability of the Manager to perform its duties hereunder in substantially the manner conducted prior to such Change in of Control, or (v) there is entered an order for relief or similar decree or order with respect to the Manager by a court having competent jurisdiction in an involuntary case under the federal bankruptcy laws as now or hereafter constituted or under any applicable federal or state bankruptcy, insolvency or other similar laws; or (vi) the Manager (A) ceases, or admits in writing its inability to pay its debts as they become due and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis payable, or makes a general assignment for the Company’s belief that Executive has not substantially performed his benefit of, or her dutiesenters into an composition or arrangement with, creditors; or(B) applies for, or consents (by admission of material allegations of a petition or otherwise) to a sequestrator (or other similar official) of the Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Manager and continue undismissed for 60 days; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorizes such application or consent, or proceedings to such end are instituted against the Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days. (b) Conduct by Executive The Manager agrees that materially discredits the Company or if any of its subsidiaries or is materially detrimental the events specified above occur, it will give prompt written notice thereof to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting after the occurrence of the Board called and held for that purpose such event. (after reasonable c) The Manager may terminate this Agreement effective upon sixty (60) days’ prior written notice of termination to the Executive Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and an opportunity such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the Executive same be remedied in such 30 day period. (d) The Manager may terminate this Agreement, without the Company being required to be heard before pay the Board with his or her personal legal counsel), finding thatTermination Fee, in the good faith opinion of event the BoardCompany becomes regulated as an “investment company” under the Investment Company Act, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailwith such termination deemed to have occurred immediately prior to such event.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) Notwithstanding anything contained in which event this Agreement to the contrary, Company shall have no obligation the right to pay, and terminate the employment of Executive for Cause. Cause means: a. Executive’s gross misconduct; b. Executive shall have no right inexcusably violate or willfully refuse to receive, any compensation under this Agreement by reason obey the lawful and reasonable instructions of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful the President and Chief Executive Officer or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors of the Company; or c. Executive’s conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which specifically sets forth is materially and demonstrably injurious to the factual basis Company or which impairs Executive’s ability to perform substantially his duties for the Company’s . An act, or failure to act, will be considered “gross” or “willful” for this purpose only if done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive has it was in, or not substantially performed his opposed to, the best interests in the Company. Any act, or her duties; or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company’s Board of Directors (bor a committee thereof) Conduct or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. It is also expressly understood that materially discredits the Company or any of its subsidiaries or is materially detrimental Executive’s attention to the reputation, character and standing matters not directly related to business of the Company or any will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach engagement in such activities either before or within a reasonable period of his time after the Board knew or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by could have reasonably known the Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeengaged in those activities. Notwithstanding the foregoing, the Executive shall may not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have has been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with his counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board Executive was guilty of the Executive has engaged in the type of conduct set forth above in clauses (a)a., (b)b., (c), (d) or (e) c. of this Section 3.4 definition and specifying the particulars thereof in reasonable detail. Where the employment of the Executive is terminated pursuant to this Article IV, Section 4.3 of this Agreement, such termination shall be effective upon the delivery of notice thereof to Executive.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to payNotwithstanding Clause 11.1, and the Executive shall have no right to receive, any compensation under this Agreement may be terminated at any time (including during the Initial Term) by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanwritten notice as follows: (a) Executive’s willful by the Trustee, if the Custodian ceases to offer the services contemplated by this Agreement to its clients or continued failure proposes to withdraw from the Bullion business; (b) by the Trustee, if the Custodian commits any material breach of its obligations under this Agreement and, where such breach is capable of remedy, shall have failed to make good such breach within seven (7) Business Days of receipt of written notice requiring it to do so. A “material breach” for this purpose is a breach or refusal series of breaches by the Custodian under this Agreement which detrimentally affects the ability of the Trustee to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries obligations as trustee of the Trust; (other than as a result of total c) by the Trustee or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in ControlCustodian, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis if it becomes unlawful for the CompanyCustodian to be a party to this Agreement or to offer its services on the terms contemplated by this Agreement or it becomes unlawful for the Trustee or the Trust to receive such services or for the Trustee to be a party to this Agreement; (d) by the Custodian, if there is any event which, in the Custodian’s belief that Executive has not substantially performed his reasonable view, indicates the Trust’s or her dutiesthe Sponsor’s insolvency or impending insolvency; (e) by the Custodian if it becomes unlawful for the Sponsor to pay the fees and expenses set out in Clause 9 (Fees and Expenses); (f) by the Trustee, if there is any event which, in the Trustee’s sole view, indicates the Custodian’s insolvency or impending insolvency; (g) by the Trustee, if the Trust is to be terminated; (h) by the Trustee or the Custodian, if the Allocated Account Agreement ceases to be in full force and effect at any time; or (bi) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or Custodian pursuant to Clause 8.3 (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselSanctions), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The For "Cause" upon the determination by the Company may that "Cause" exists to terminate Executive’s Employment 's employment. "Cause" means (i) Executive's gross negligence, willful misconduct, or willful neglect in the performance of the material duties and services of Executive hereunder, uncorrected for thirty (30) days following the Company's written notice to Executive of need to cure such performance; (ii) Executive's final conviction of a felony by a trial court; (iii) any criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, in the business judgment of a majority of the Company's board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the Company's written notice to Executive of such breach. If the Company terminates Executive's employment for Cause, Executive shall be entitled only to Executive's pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company's compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (as hereinafter definedi) in which event above, (a) all stock options previously granted by the Company shall have no obligation to payExecutive that are vested on the date of termination for Cause shall, and the Executive shall have no right to receive, notwithstanding any compensation under this Agreement by reason contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct all stock options previously granted by the Company to Executive that materially discredits are not vested on the Company or any date of its subsidiaries or is materially detrimental to the reputation, character termination for Cause shall terminate immediately and standing of the Company or any of its subsidiaries; or (c) The commission all restricted stock, restricted stock units and other awards that have not vested prior to the date of an action by Executive which results in termination for Cause shall be cancelled to the incurrence extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or any not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated termination for Cause unless and until there shall have been delivered be cancelled to the Executive a copy of a resolution duly adopted by the affirmative vote of extent not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailthen vested.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and employment of the Executive shall have no right to receive, hereunder if the Executive (i) commits any compensation under this Agreement by reason violation of any such termination for Causelaw, even if such termination occurs following rule or regulation or of a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal cease and desist order with respect to substantially perform the usual and customary duties of his or her employment with Premier, the Company or any of its their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) engages or participates in any unsafe or unsound practice in connection with Premier, the Company or any Subsidiary regardless of whether actual harm or damages result to Premier, the Company or any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any act or practice, which action or practice or the failure to engage in such action or practice involves personal dishonesty on the part of the Executive or demonstrates a willful or continuing disregard for the best interests of Premier, the Company, or any Subsidiary, (iv) is adjudicated to be of an unsound mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the property of Premier, the Company or any Subsidiary, (vii) breaches or violates in any material respect any agreement with Premier, the Company or any Subsidiary signed by the Executive, including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony, or (x) continually fails to substantially perform his duties under Section 3 hereof for a period of thirty (30) days (other than as a result of total or partial incapacity due a disability pursuant to physical or mental illnessSection 6(g) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days hereof) after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence delivery by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by written demand for substantial performance, stating with reasonable detail the affirmative vote nature of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called such failure and held for that purpose (after reasonable notice to affording the Executive and an opportunity for opportunity, as soon as practicable, to correct the Executive acts or omissions specified. Termination pursuant to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.6(a) shall be referred to herein as a "

Termination for Cause. The Company may at any time by written notice to the Executive terminate the Term of the Executive’s Employment employment hereunder for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, receive any compensation under this Agreement by reason or benefit hereunder on and after the effective date of any such termination notice except for Causethe payment or provision, even if such termination occurs following a Change in Control. The term “Cause” as applicable, of (i) the portion of the Base Salary for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months periods prior to such Change in Controlthe effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses for which Executive is otherwise entitled to reimbursement pursuant to Section 3.5 (if any), and such failure has not been remedied by Executive within 30 days after Executive has received written demand (iii) other payments, entitlements or benefits (if any), in accordance with terms of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his applicable plans, programs, arrangements or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of its subsidiariestermination (“Other Benefits”). For purposes hereof, the term “Cause” shall mean; or (ca) The commission conviction of an action by the Executive which results for any crime constituting a felony in the incurrence by jurisdiction in which committed, or for any other criminal act against the Company or any of its subsidiaries of any criminal liability involving dishonesty or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with willful misconduct intended to injure the Company or its subsidiaries (whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of its subsidiaries; or (e) Executive’s conviction of, written confession to, employment or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding follow the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless lawful and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership proper directives of the Company’s Board Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal continues uncured for a period of Directors at a meeting thirty (30) days after written notice thereof specifying the nature of such failure or refusal and requesting that it be cured is given by the Company to the Executive; (c) breach by the Executive of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his provisions of Sections 5.1, 5.2, 5.3, 5.4, or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), 5.5; or (d) any willful or (e) intentional act of this Section 3.4 and specifying the particulars thereof in reasonable detailExecutive committed for the purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any property of the Company or the subsidiaries.

Termination for Cause. The Company may shall have the right to immediately terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination employment for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, termination for “Cause” shall solely be defined as: (i) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any laws, rules or regulations of any governmental or regulatory body material to the business of the Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof to the Executive;(v) Executive’s conviction of a felony or a misdemeanor involving moral turpitude; or (vi) failure to perform the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive. With respect to conduct covered by subsection (iv) and (vi) of this Section, the Company shall not have been terminated Cause to terminate Executive unless (x) such conduct or breach continues after a written demand for Cause unless and until there shall have performance or cure has been delivered to Executive by the Board that specifically identifies how Executive a copy has failed to perform or is otherwise in breach of this Agreement, and (y) such conduct or breach has not been cured by Executive within thirty (30) days following Executive’s receipt of such written demand. For purposes of this Section, no act, or failure to act, on the part of Executive shall be deemed to constitute Cause if done, or omitted to be done, by Executive in good faith and with reasonable belief that his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote Board or on the advice of not less than two-thirds of counsel for the entire membership Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company’s Board . In the event of Directors at a meeting termination for Cause, Executive shall be entitled receive, payment of his Base Salary through the Board called date of termination, and held for that purpose reimbursement of business expenses incurred consistent with Company policy through the date of termination (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel“Accrued Obligations), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may terminate Executive’s Employment employment and all of the Company’s obligations under this Agreement (except as provided in Section 3.2(b), below), at any time for Cause (as hereinafter defineddefined below) in which event by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Controlmay designate. The term “Cause” for purposes shall mean any of the following: (1) Executive has materially breached this Agreement shall mean: Agreement, any other agreement to which Executive and the Company are parties, or any Company policy (a) including the Company’s policy against unlawful harassment), or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and procedures manual, including, but not limited to, Executive’s willful or continued substantial failure or willful refusal to substantially perform the usual his duties and customary duties of his or her employment with responsibilities to the Company or any of its subsidiaries (other than as a result of total his death or partial incapacity due to physical Disability); (2) Executive has committed an act of gross negligence, willful misconduct or mental illness) any violation of law in a manner consistent with the performance of Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis duties for the Company’s belief that ; (3) Executive has not taken any action substantially performed his likely to result in material discredit to or her dutiesmaterial loss of business, reputation or goodwill of the Company; or (b4) Conduct Executive has failed to follow resolutions that have been approved by a majority of the Board concerning the operations or business of the Company; (5) Executive has been convicted of or plead nolo contendere to a felony or other crime, the circumstances of which substantially relate to Executive’s employment duties with the Company; provided however, that materially discredits upon indictment in any such case, the Company Executive may at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (6) Executive has misappropriated funds or any of its subsidiaries or is materially detrimental to the reputation, character and standing property of the Company or engaged in any material act of its subsidiariesdishonesty; or or (c7) The commission Executive has attempted to obtain a personal profit from any transaction in which the Company has an interest, and which constitutes a corporate opportunity of an action by Executive the Company, or which results is adverse to the interests of the Company, unless the transaction was approved in the incurrence writing by the Company or any Board after full disclosure of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect all details relating to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudesuch transaction. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this AgreementSection 3.1(b), no act, or failure to have been terminated for Cause act, on Executive’s part will be deemed “willful” unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive done, or omitted to be heard before the Board with his or her personal legal counsel)done, finding that, by Executive in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailbad faith.

Termination for Cause. The (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may may, in its sole discretion, terminate the Executive’s Employment 's employment with the Company for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation "Cause" to payterminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, and incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes provision of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries related agreement entered into by the Executive; or (other than as a result of total or partial incapacity due to physical or mental illnessii) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from if the Board of Directors which specifically sets forth of the factual basis Bank terminates the employment of Executive with the Bank for Cause pursuant to subsection (c) of this Section 10. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by her not in good faith or without reasonable belief that her action or omission was in the best interest of the Company’s belief ; provided that Executive has not substantially performed his any act or her duties; or (b) Conduct by Executive that materially discredits omission to act on the Executive's behalf in reliance upon an opinion of counsel to either the Company or any of its subsidiaries or is materially detrimental the Bank shall not be deemed to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. be "willful." Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted approved by the affirmative vote of not less than two-thirds a majority of the entire membership non-officer members of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), Company finding that, in the good faith opinion of the Boardsuch majority, the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) which is deemed to be Cause within the meaning of this Section 3.4 paragraph, after notice to the Executive and specifying an opportunity for her, together with her counsel, to be heard before such majority (with the particulars thereof in reasonable detailCompany Board retaining the right to deliberate without the Executive and her counsel present before and/or after such hearing).

Termination for Cause. The Company may terminate This Agreement and Executive’s Employment for Cause (as hereinafter defined) in which event employment hereunder may be terminated by the Company shall have no obligation to pay, and at any time for Cause. In the Executive shall have no right to receive, any compensation under this Agreement by reason event of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of entitled to any severance benefits under this Agreement, . Termination of the Executive’s employment shall be deemed to have been terminated “for Cause” only if it shall have been the result of: (i) Executive’s conviction of a felony under the laws of the United States or a state in which Executive works or resides, or a guilty or no contest plea by the Executive with respect thereto; (ii) a willful or deliberate act or acts of dishonesty by Executive resulting or intended to result directly or indirectly in material gain to or personal enrichment of Executive at the Company’s expense; (iii) a willful refusal by Executive (except by reason of incapacity due to illness or accident) to comply with the provisions of Paragraph 1, or to perform his/her duties or to comply with any valid and legal directive of the CEO; or (iv) conduct by Executive that is materially injurious to the Company if such conduct was undertaken without good faith and the reasonable belief that such conduct was in the best interest of the Company or that is in material violation of the policies of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive Company delivers a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable written notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, that the Executive has engaged in the type conduct described above. Except for a failure or refusal that, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of conduct set forth in clauses the written notice by the Company within which to cure any acts constituting Cause. However, if the Company reasonably expects irreparable harm from a delay of ten (a)10) business days, the Company may give the Executive notice of such shorter period (b)or no period) within which to cure as is reasonable under the circumstances. The Company’s decision regarding the basis for termination, (c)if concluded, (d) or (e) of this Section 3.4 shall be final and specifying binding on the particulars thereof in reasonable detailparties.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defineda) in which event the Company Bluegreen shall have no obligation to pay, and the Executive shall have no right to receiveterminate the employment of Employee, or elect not to renew this Agreement, for cause, at any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meantime if: (ai) Executive’s willful Employee shall be convicted by a court of competent and final jurisdiction of any crime (whether or continued failure not involving Bluegreen) which constitutes a felony in the jurisdiction involved or refusal to substantially perform the usual and customary duties shall be habitually drunk or intoxicated in public or otherwise commit acts of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) moral turpitude in such a manner consistent with Executive’s performance during as to materially and adversely reflect upon the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand reputation of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his Bluegreen or her dutiesits senior management; or (bii) Conduct by Executive that materially discredits the Company Employee shall commit any act of embezzlement, fraud or any of its subsidiaries similar dishonest and injurious conduct against or is materially detrimental with respect to the reputation, character and standing of the Company or any of its subsidiariesBluegreen; or (ciii) The commission Employee shall demonstrate injurious misconduct in connection with the performance of an action by Executive which results in the incurrence his duties and responsibilities under this Agreement (and/or as assigned to him from time to time by the Company or any of its subsidiaries of any criminal liability or any material civil liabilityChief Executive Officer in accordance with the provisions hereof); or (div) Executive’s material breach of his Employee shall demonstrate negligent, reckless or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive grossly negligent and injurious conduct in connection with the Company performance of, or any of its subsidiaries; ora gross disregard for, his duties and responsibilities under this Agreement and as assigned to him from time to time by the Chief Executive Officer in accordance with the provisions hereof. (eb) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect Any determination to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated terminate Employee for Cause unless and until there pursuant to paragraph 13(a) hereof shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, made in the good faith opinion judgment of the Board, the Chief Executive has engaged in the type of conduct set forth in clauses (a), (b), Officer. (c)) In the event that the employment of Employee shall be terminated by Bluegreen for cause pursuant to this paragraph, (d) Employee shall be entitled to receive his salary, and any other amounts properly due from Bluegreen to Employee, through the date of such termination. Employee shall accept payment pursuant to this subparagraph in full discharge and release of Bluegreen of and from any further obligations under this Agreement. Nothing contained in this paragraph shall constitute a waiver or (e) release by Bluegreen of this Section 3.4 and specifying the particulars thereof in reasonable detailany rights or claims it may have against Employee.

Termination for Cause. The Company Board may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event 's --------------------- employment by the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation Companies under this Agreement by reason of any such termination agreement for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her dutiescause; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemedhowever, for purposes of this Agreementagreement "cause" shall mean only (i) the Executive's confession or conviction of theft, to have been terminated for Cause unless and until there shall have been delivered to fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification, (iii) material violation by the Executive a copy of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a resolution duly adopted written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the affirmative vote Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of not less than twoa written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-thirds of compliance, (vi) material failure by the entire membership of the Company’s Board of Directors at Executive to comply with a meeting lawful directive of the Board called or the Chief Executive Officer of CSGS and held for that purpose failure to cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable notice detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive and an opportunity for Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive to in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive's employment under this agreement. Any termination of the Executive's employment for cause must be heard before authorized by a majority vote of the Board with his or her personal legal counsel), finding that, in the good faith opinion taken not later than nine (9) months after a majority of the Boardmembers of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, then the Executive has engaged in shall be entitled to receive the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 following compensation and specifying benefits from the particulars thereof in reasonable detail.Companies:

Termination for Cause. (1) The Company may terminate the Executive’s 's employment and the Employment Period for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation "CAUSE" to payterminate employment hereunder only (A) if termination shall have been the result of an act or acts of willful misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the willful and continued failure by the Executive shall have no right substantially to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from incapacity due to mental or physical or mental illness) after a demand in a manner consistent with Executive’s writing for substantial performance during the 12 months prior to such Change in Control, and such failure has not been remedied is delivered by Executive within 30 days after Executive has received written demand of performance from the Board of Directors Directors, which demand specifically sets forth identifies the factual basis for manner in which the Company’s belief Board believes that the Executive has not substantially performed his or her duties; or (b) Conduct , and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by Executive that materially discredits the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (ii) any act or omission without intent of its subsidiaries gaining therefrom directly or is materially detrimental indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the reputationinterest of the Company, character and standing or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Certificate of Incorporation of the Company or any the laws of its subsidiaries; or (c) the State of Nevada, in each case as in effect at the time of such act or omission. The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Company’s Board of Directors at a meeting of the Board of Directors called and held for that the purpose (after reasonable not less than thirty (30) days' written notice to the Executive and an opportunity for the Executive him together with his counsel, to be heard before the Board with his or her personal legal counselof Directors, such notice of meeting to indicate the specific termination provision of this Agreement relied upon and specify in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated), finding that, that in the good faith opinion of the Board, Board of Directors the Executive has engaged in the type was guilty of conduct set forth above in clauses (a), (b), (c), (dA) or (eB) of the second sentence of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detail. (2) If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive within ten (10) days of such termination, his unpaid Base Compensation through the Employment Termination Date at the rate in effect at the time Notice of Termination is given, plus (2) any expenses incurred in accordance with Section 6 hereof.

Termination for Cause. The Company Board may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event employment by the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation Companies under this Agreement by reason of any such termination agreement for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her dutiescause; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemedhowever, for purposes of this Agreementagreement “cause” shall mean only (i) the Executive’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification, (iii) material violation by the Executive of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive’s failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive’s employment under this agreement. Any termination of the Executive’s employment for cause must be authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive) have been actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for Cause unless cause, then the Executive shall be entitled to receive the following compensation and until there shall have been delivered benefits from the Companies: (i) The Base Salary through the effective date of such termination; (ii) Any other amounts earned, accrued, or owed to the Executive a copy of a resolution duly adopted by the affirmative vote of under this agreement but not less than two-thirds paid as of the entire membership effective date of the Company’s Board of Directors at a meeting of the Board called and held for that purpose such termination; and (after reasonable notice iii) Any other benefits payable to the Executive and an opportunity upon his termination for cause, or to which the Executive to otherwise may be heard before the Board with his entitled, under any benefit plans or her personal legal counsel), finding that, in the good faith opinion programs of the Board, Companies in effect on the Executive has engaged in the type effective date of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailsuch termination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in following events, which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanconstitute "cause" for termination with the majority vote of the Board: (a1) The willful breach by Executive of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive with respect to any aspect of the Company's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (2) The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive’s willful 's performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is bankrupt; (5) The commencement of involuntary proceedings against Executive for bankruptcy or appointment of a receiver because of insolvency; (6) If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of the Company's corporate status; (9) Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Executive that is repeated or continued after 30 day written notice to Executive of such failure and that is determined by the Board to be injurious to the business or refusal to substantially perform the usual and customary duties interests of his or her employment with the Company and which failure is not cured by Executive within such 30 day period in the Board's sole determination. Any notice of discharge shall describe with reasonable specificity the cause or causes for the termination of Executive's employment, as well as the effective date of the termination (which effective date may be the date of such notice). If the Company terminates Executive's employment for any of its subsidiaries the reasons set forth above, the Company shall have no further obligations hereunder from and after the effective date of termination (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (abelow), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company Employer may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, employment at any compensation under this Agreement by reason of any such termination time for Cause, even if after providing Executive with at least 30 days’ notice of such proposed termination occurs following a Change in Controland 15 days to remedy the alleged defect. The term In this Agreement, “Cause” for purposes of this Agreement shall mean: (a) means the willful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s willful duties on behalf of RBA Pubco or continued failure an affiliate, or refusal to substantially perform follow, in any material respect, the usual and customary duties lawful policies, procedures, instructions or directions of his or her employment with the Company Employer or any of its subsidiaries applicable affiliate (other than as a result of total any such failure resulting from the Executive’s disability or partial incapacity due to physical or mental illness) ), or the Executive willfully or intentionally engaging in a manner consistent with Executive’s performance during the 12 months prior to such Change in Controlillegal or fraudulent conduct, and such failure has not been remedied by Executive within 30 days after Executive has received written demand financial impropriety, intentional dishonesty, breach of performance from the Board duty of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company loyalty or any of its subsidiaries or similar intentional act which is materially detrimental to injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, character and standing business or business relationships of the Company Employer or an affiliate, or any other act or omission constituting cause for termination of its subsidiaries; or (c) The commission employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an action by Executive which results in the incurrence shall be considered “willful” unless done, or omitted to be done, by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive in bad faith and without reasonable belief that the Executive’s material breach of his action or her duties under any proprietary informationomissions were in, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession not opposed to, or plea the best interests of guilty or nolo contendere the Employer and its affiliates. In the event of termination for Cause, the rights of the Executive with respect to a felony any performance share units (“PSUs”) or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered stock options granted pursuant to the Executive a copy of a resolution duly adopted by Employer’s Performance Share Unit Plan (the affirmative vote of not less than two-thirds “PSU Plan”) and stock option plan (the “Option Plan”), respectively, and pursuant to any and all PSU and stock option grant agreements, will be governed pursuant to the terms of the entire membership of the Company’s Board of Directors at a meeting of the Board called PSU Plan, Option Plan and held respective grant agreements for that purpose (after reasonable notice to the Executive such PSUs and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailstock options.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for For purposes of this Agreement Agreement, “Termination for Cause” shall mean: (a) include termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or continued failure or refusal to substantially perform regulation which negatively impacts the usual and customary duties of his or her employment with the Company or any of its subsidiaries Bank (other than as a result of total traffic violations or partial incapacity due to physical similar offenses) or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Controlfinal cease-and-desist order, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his any provision of this Agreement. For purposes of this Paragraph, the term “willful” is defined to include any act or her omission which demonstrates an intentional or reckless disregard for the duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into and responsibilities owed to the business of the employer by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds fourths (3/4) of the entire membership members of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)purpose, finding that, that in the good faith opinion of the Board, the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 justifying termination for Cause and specifying the particulars thereof reasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Paragraph 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause. If he is terminated for Cause, Executive shall not compete with the Bank in reasonable detailany city or town in which the Bank operates a branch or main office for twelve (12) months from the Date of the Termination for Cause. For purposes of this paragraph, the term “compete” shall have the same meaning as more fully defined in Paragraph 10, Non-Competition.

Termination for Cause. (1) The Company may terminate the Executive’s Employment 's employment and the Contract Term for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation "Cause" to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: terminate employment hereunder only (a) Executive’s willful if termination shall have been the result of an act or acts by the Executive which have been found in an applicable court to constitute a felony; or (b) if termination shall have been the result of an act or acts of dishonesty by the Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment to the Executive at the expense of the Company; or (c) upon the wilful and continued failure or refusal by the Executive substantially to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from incapacity due to mental or physical or mental illness) after a demand in a writing for substantial performance is delivered by the Board, which demand specifically identifies the manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from which the Board of Directors which specifically sets forth believes that the factual basis for the Company’s belief that Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (a) bad judgment or her duties; or negligence, or (b) Conduct by Executive that materially discredits the Company any act or any of its subsidiaries omission believed in good faith to have been in or is materially detrimental not opposed to the reputation, character and standing interest of the Company or any of its subsidiaries; or (c) Company. The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with his counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth above in clauses (a), (b), (c), (d) or (ec) of the second sentence of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detail. (2) If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement.

Termination for Cause. The Company may terminate Executive’s Employment employment and all of the Company’s obligations under this Agreement, except as provided in Section 3.2(b), below, at any time for Cause (as hereinafter defineddefined below) in which event by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Controlmay designate. The term “Cause” for purposes shall mean any of the following: (i) Executive has materially breached this Agreement shall mean: (a) Agreement, any other agreement to which Executive and the Company are parties, or any Company policy, or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and procedures manual, including, but not limited to, Executive’s willful or continued substantial failure or willful refusal to substantially perform the usual Executive’s duties and customary duties of his or her employment with responsibilities to the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Death or Disability); (ii) Executive has received written demand committed an act of gross negligence, willful misconduct or any violation of law in the performance from the Board of Directors which specifically sets forth the factual basis Executive’s duties for the Company’s belief that ; (iii) Executive has not taken any action substantially performed his likely to result in material discredit to or her dutiesmaterial loss of business, reputation or goodwill of the Company; or (biv) Conduct Executive has failed to follow resolutions that have been approved by a majority of the Board concerning the operations or business of the Company; (v) Executive has been convicted of or plead nolo contendere to a felony or other crime, the circumstances of which substantially relate to Executive’s employment duties with the Company; provided however, that materially discredits upon indictment in any such case, the Company Executive may, at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (vi) Executive has misappropriated funds or any of its subsidiaries or is materially detrimental to the reputation, character and standing property of the Company or engaged in any material act of its subsidiariesdishonesty; or or (cvii) The commission of an action by Executive has attempted to obtain a personal profit from any transaction in which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary informationhas an interest, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to and which constitutes a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership corporate opportunity of the Company’s Board of Directors at a meeting , or which is adverse to the interests of the Board called and held for that purpose (after reasonable notice to Company, unless the Executive and an opportunity for the Executive to be heard before transaction was approved in writing by the Board with his or her personal legal counsel), finding that, in the good faith opinion after full disclosure of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailall details relating to such transaction.

Termination for Cause. The Company may terminate Executivethis Agreement and Consultant’s Employment engagement thereunder with or without any advance notice in the event that the Company determines that this Agreement and Consultant’s services hereunder should be terminated for Cause (as hereinafter defineddefined herein.) in which event Termination for Cause shall be effective immediately upon delivery of written notice thereof by the Company to Consultant and Consultant’s rights to all compensation shall have no obligation cease as of the date of such written notice. In such event, Consultant shall not be entitled to any future compensation nor shall Consultant be entitled to any severance pay. (i) For the purposes of this Agreement, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” shall mean: (i) Consultant’s failure to perform its duties to the standards and requirements of the Company or neglect of duties for purposes which employed or misconduct in the performance of such duties, all of such facts to be determined by the Company in its good faith judgment; (ii) Consultant committing fraud, misappropriation or embezzlement; (iii) Consultant’s commission or conviction of, or entry of a plea of guilty, any felony or misdemeanor involving moral turpitude; (iv) Consultant breaching any provision of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries the rules, regulations, or policies of the Company; (other than as a result v) the discovery that any of total Consultant’s representations are inaccurate; (vi) Consultant manufacturing, distributing, dispensing, transporting, possessing or partial incapacity due to physical being under the influence of alcohol or mental illness) illegal drugs during working hours or while on the property or in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing vehicle of the Company or any affiliate of its subsidiariesthe Company; or (cvii) The commission Consultant misusing or abusing prescription drugs during working hours or while on the property of an action by Executive which results or in the incurrence by a vehicle of the Company or any affiliate of its subsidiaries the Company; (viii) Consultant having present in his body illegal drugs in any amount during working hours or while on the property on in a vehicle of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership affiliate of the Company’s Board ; (ix) and Consultant failing to immediately comply with a request that he submit to a drug or alcohol test after a work-related injury or accident or whenever the Company reasonably suspects that Consultant is in violation of Directors at a meeting (vi) through (viii) above. Upon termination of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, this Agreement as provided in the good faith opinion of the Boardthis Section 3.1, the Executive has engaged Agreement shall terminate and be of no further force and effect, except as provided in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail5.3.

Termination for Cause. The Company may terminate the Executive’s Employment employment immediately for Cause for any of the following reasons: (as hereinafter definedi) in which event an act or acts of dishonesty or fraud on the Company shall have no obligation to pay, and part of the Executive shall have no right resulting or intended to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change result directly or indirectly in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful substantial gain or continued failure or refusal personal enrichment to substantially perform which the usual and customary duties of his or her employment with Executive was not legally entitled at the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing expense of the Company or any of its subsidiaries; or (cii) The commission of an action by Executive which results in the incurrence a willful material breach by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach Executive of his duties or her duties responsibilities under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; or (eiii) the Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his obligations under the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. Notwithstanding In the foregoingevent of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement of Business Expenses. The Executive will not be deemed, for purposes of this Agreement, entitled to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailbonus payment.

Termination for Cause. The Company has the right and may elect to terminate Executive’s Employment this Agreement for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, at any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Controltime. The term “Cause” for For purposes of this Agreement shall mean: Agreement, "Cause" means the occurrence or existence of any of the following: (ai) Executive’s willful or continued failure or refusal to substantially perform a material breach by the usual and customary duties Executive of the terms of his employment or her employment of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its subsidiaries affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other than as a result of total entity or partial incapacity due to physical organization directly or mental illnessindirectly controlling, controlled by, or under direct or indirect common control with the Company) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure which has not been remedied approved by a majority of the disinterested directors of the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which the Company gives the Executive within 30 days after written notice of such breach; (ii) the repeated material breach by the Executive has received written demand of performance from any duty referred to in clause (i) above with respect to which at least one prior notice was given under clause (i); (iii) any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (v) any damage of its subsidiaries or is materially detrimental a material nature to the reputation, character and standing any property of the Company or any of its subsidiariesaffiliates caused by the Executive's willful or grossly negligent conduct; or (cvi) The commission the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that the Board reasonably determines renders the Executive unfit to serve as an action officer or employee of the Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable written instructions, after thirty days written notice; or (viii) conduct by the Executive which results that in a good faith written determination of the incurrence Board demonstrates unfitness to serve as an officer or employee of the Company or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its subsidiaries operating subsidiaries. Termination of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive for Cause pursuant to this Section 6(a) shall not be deemed, for communicated by a Notice of Termination. For purposes of this Agreement, to have been terminated for Cause unless and until there Agreement a "Notice of Termination" shall have been delivered mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors directors present and voting at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an reasonable opportunity for the Executive Executive, together with the Executive's counsel, to be heard before the Board with his or her personal legal counsel)prior to such vote, finding that, that in the good faith opinion of the Board, the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) the first sentence of this Section 3.4 6(a) and specifying the particulars thereof in reasonable detail. For purposes of Section 6(a), this Agreement shall terminate on the date specified by the Board in the Notice of Termination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event Termination by the Company of the Executive's employment for cause (hereinafter referred to as "Termination for Cause), shall have no obligation to pay, mean termination upon (i) the willful and continued failure by the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform perform, on an "as-needed" basis, the usual and customary Executive's material duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from the Executive's incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and illness or any such failure has not been remedied after the issuance by the Executive within 30 days for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after Executive has received a written demand of for substantial performance from is delivered to the Executive by the Board, which demand specifically identifies the material duties that the Board of Directors which specifically sets forth believes that the factual basis for the Company’s belief that Executive has not substantially performed his performed, or her duties; or (bii) Conduct the willful engaging by the Executive in conduct that is demonstrably and materially discredits the Company or any of its subsidiaries or is materially detrimental injurious to the reputationCompany, character and standing monetarily or otherwise, except that such conduct shall specifically exclude Executive's acting as a consultant to or executive of any company not directly competitive with the business of the Company Company. For purposes of this Paragraph 6, no act, or any failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of its subsidiaries; or the Company, or (ciii) The commission the conviction of an action by the Executive which of a felony, limited solely for a crime related to the business operations of the Company, or that results in the incurrence Executive being unable to substantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with against the Company or any that may be construed as the crime of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudelarceny, and/or grand larceny. Notwithstanding Any other provision in this paragraph to the foregoingcontrary notwithstanding, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Termination for Cause unless and until there shall have been delivered to the Executive a copy of Board duly adopts a resolution duly adopted by the affirmative vote of not no less than twothree-thirds quarters (3/4) of the entire membership of the Company’s Board of Directors Board, at a meeting of the Board called and held for that such purpose (after reasonable notice to the Executive and an opportunity for the Executive Executive, together with the Executive's counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, the Executive has engaged in the type was guilty of conduct set forth described in clauses Subparagraphs (ai), (b), (c), (dii) or (eiv) of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detaildetail and a certified copy of such resolution is delivered to the Executive.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, compensation or other benefits (except for vested benefits under any compensation under this Agreement by reason of employee benefit plan) for any such termination period after a Termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for For purposes of this Agreement Agreement, Termination for Cause shall mean: (a) be determined by the CEO, in the reasonable exercise of his discretion and acting in good faith, in accordance with this sub-paragraph and subject to the approval of the Company’s board of directors. Termination for Cause is a termination of Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to such Change in Controlperform stated duties; willful or reckless violation of any law, and such failure has not been remedied rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for or imposed on the Company; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental failure to the reputation, character and standing follow reasonable written instructions of the Company CEO or any the board of its subsidiariesdirectors of the Company; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any provision of its subsidiaries; or (e) this Agreement. The termination of Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive employment shall not be deemed, for purposes of this Agreement, deemed to have been terminated be a Termination for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board board of Directors directors (other than Executive and any other employees who serve on such board of directors) at a meeting of the Board such board called and held for that such purpose (after reasonable at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to the Executive and Executive is given an opportunity for the Executive to be heard before the Board with his or her personal legal counselsuch board), finding that, in the good faith opinion of such board of directors, Executive is guilty of the Boardconduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the Executive has engaged specified conduct remains uncured or, in the type case of conduct set forth a suspension, removal or formal administrative action, was not capable of cure. The CEO, in clauses (a)his discretion, (b)with the approval of the Company’s board of directors, (c)may suspend Executive, (dwith pay, for all or any portion of the period of time from the delivery of the notice described in this Agreement paragraph 7(a) or (e) until the effective time of this Section 3.4 and specifying the particulars thereof in reasonable detailTermination for Cause.

Termination for Cause. The Company Employer may terminate Executive’s Employment Employee's employment immediately for Cause (as hereinafter defined) in which event the Company shall have no obligation "cause" by written notice to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in ControlEmployee. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, to have been terminated a termination shall be for Cause unless and until there "cause" if the termination results from any of the following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have been delivered failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the Executive a copy interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a resolution duly adopted crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the affirmative vote of not less than two-thirds reasonable, written instructions of the entire membership of the Company’s Board of Directors at of Employer or Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a meeting material rule or regulation of the Board called and held for that purpose (after reasonable notice Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the Executive contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and an opportunity for benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion date of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailtermination.

Termination for Cause. The Company Board may terminate Executive’s Employment employment hereunder for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for or without Cause, even if such termination occurs following a Change in Control. The term “Cause” for For purposes of this Agreement termination for “Cause” shall mean: mean termination because (ai) Executive’s willful : (A) committed a significant act of dishonesty, deceit or continued failure or refusal to substantially perform breach of fiduciary duty in the usual and customary duties performance of his or her employment with the Company or any duties as an employee of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company Bancshares or any of its subsidiaries; or (cB) The commission grossly neglected or willfully failed in any way to perform substantially the duties of an action by such employment after a written demand for performance is given to Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liabilityBoard, which demand specifically identifies the manner in which the Board believes Executive has failed to perform his duties; or (dC) Executive’s has committed a material breach of his any provision of this Agreement; (D) willfully acted or her duties under failed to act in any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company other way that materially and adversely affects Bancshares or any of its subsidiaries; or (eE) Executive’s conviction of, written confession to, or plea is removed and/or permanently prohibited from participating in the conduct of guilty or nolo contendere with respect to a felony Bancshares or any crime involving fraud, theft, embezzlement, dishonesty of its subsidiaries affairs by an order issued under Section 8(e)(3) or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds 8(g)(1) of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose Federal Deposit Insurance Act (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d12 U.S.C. Section 1818(e)(3) or (eg)(1)); or (F) the Executive’s violation of any applicable statutes, regulations or rules of any appropriate Federal banking agency and/or state bank supervisor, as defined in the FDI Act Section 3, 12 U.S.C. 1813, which violation materially and adversely affects Bancshares or its subsidiaries; or (ii) Bancshares or any of its subsidiaries has received a final cease-and-desist order that requires in substance that Bancshares or any of its subsidiaries retain a qualified chief executive officer acceptable to bank regulators with the experience, skill and other qualifications required to ensure compliance with such order and Bancshares or any of its subsidiaries regulators have determined that Executive does not meet these qualifications. Termination under this Section 3.4 and specifying the particulars thereof Paragraph shall not prejudice any remedy that Bancshares may have at law, in reasonable detailequity, or under this Agreement.

Termination for Cause. The Company This Agreement may terminate Executive’s Employment be terminated for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: : (ai) the Executive’s willful or continued failure or refusal to substantially perform death; (ii) the usual and customary duties of his or her employment with Executive’s Permanent Disability, which shall mean the Company or any of its subsidiaries (other than Executive’s inability, as a result of total or partial incapacity due to physical or mental illnessincapacity, substantially to perform his duties hereunder for a period of six (6) in consecutive months; (iii) a manner consistent with Executive’s performance during material violation by the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from any applicable material law or regulation respecting the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing business of the Company or any Employer; (iv) the Executive being found guilty of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any crime involving fraudone of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, theftas amended (the “FDIA”), embezzlementor any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, dishonesty or moral turpitudeeach of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Notwithstanding Upon a termination of the foregoingExecutive’s employment with the Employer for Cause, the Executive shall not be deemed, for purposes entitled to receive from the Employer only such payments as are due and owing to the Executive as of this Agreement, to have been the effective date of such termination. If the Executive’s employment is terminated for Cause unless and until there pursuant to this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have been delivered accrued through the effective date of such termination and neither the Employer nor any of its Subsidiaries shall have any further obligations to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailExecutive.

Termination for Cause. The Company may terminate the Executive’s 's Employment hereunder for Cause (as hereinafter defined) in which event "Cause." For purposes of this Agreement, the Company shall have no obligation "Cause" to pay, and terminate the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanExecutive's Employment hereunder upon the Executive’s: (ai) Executive’s conviction for the commission of an act or acts constituting a felony or a misdemeanor involving moral turpitude under the laws of the United States or any state thereof; (ii) commission of fraud, embezzlement, gross negligence or malfeasance, as determined by a judicial body; (iii) willful or continued failure or refusal to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries as executive Vice President, Business Development (other than as a result of total or partial any such failure resulting from the Executive's incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during after written Notice has been delivered to the 12 months prior to such Change in Control, and such failure has not been remedied Executive by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that , which Notice specifically identifies the manner in which the Executive has not substantially performed his duties, and the Executive's failure to substantially perform his duties is not cured within ten (10) business days after notice of such failure has been given to the Executive, if such material failure or her dutiesrefusal can be cured. For purposes of this Section 8(c) (iii), with the exception of acting or failing to act pursuant to Board of Director decisions, no act or failure to act on the Executive's part shall be deemed "willful" unless the Executive performs or fails to perform such acts absent good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company; (iv) misrepresentation or concealment of a material fact from the Board, or breach of duty of loyalty to the Company; (v) material violation of a material provision of the Company's Code of Business Conduct and Ethics and Non-Disclosure and Non-Competition Agreement; (vi) breach of any material provision of this Agreement, where such breach has not been cured by the Executive within fifteen (15) days of his receipt of written Notice thereof from the Company; or (bvii) Conduct by willful or negligent act or omission which results in an assessment of a civil or criminal penalty against the Executive that materially discredits or the Company or its affiliates, which in the reasonable judgment of the Board could result in a material violation of any foreign or United States federal, state or local law or regulation having the force of law, or in the reasonable judgment of the Board is injurious to the Company or any of its subsidiaries or is materially detrimental to affiliates. In the reputationevent that the Company terminates the Executive’s Employment for Cause, character and standing the Executive shall receive his unpaid Base Salary through the Date of Termination, the value of any SARS vested as of the Company Date of Termination, unpaid Accrued Amounts under Section 4(e) hereunder, as well as reimbursement for approved but unpaid business expenses through such date. All unvested SARS or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary informationother incentive awards shall terminate, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, and the Executive shall not be deemed, for purposes of this Agreement, entitled to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of any other amounts or benefits from the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company Corporation may at any time upon written notice to Executive terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination 's employment for Cause, even if such termination occurs following a Change in Control. The term “Cause” for For purposes of this Agreement Agreement, the following shall mean: constitute Cause: (a) the Executive’s 's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful or and continued failure or refusal to perform substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries Corporation (other than as a result of total or partial failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness) in after a manner consistent with Executive’s demand for substantial performance during is delivered to the 12 months prior to such Change in Control, and such failure has not been remedied Executive by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive may take corrective measures; or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or Executive's conviction (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or including a plea of guilty or nolo contendere with respect to contendere) of willfully engaging in illegal conduct constituting a felony or any crime a gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlementembezzlement or dishonesty under federal or state law (or comparable illegal conduct under the laws of any foreign jurisdiction) which is materially and demonstrably injurious to the Corporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. An act or failure to act will be considered "gross" or "willful" for this purpose only if done, dishonesty or moral turpitudeomitted to be done, by the Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or governing body of the Corporation (or a committee thereof) or based upon the advice of counsel for the Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation. Executive's attention to matters not directly related to the business of the Corporation will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Executive shall may not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have has been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors (excluding such Executive) at a meeting of the Board called and held for that such purpose (after reasonable notice to the such Executive and an opportunity for the Executive such Executive, together with his counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, the Board such Executive has engaged in the type of conduct set forth in clauses paragraphs (a), (b), (c), (d) or (ec) of this Section 3.4 above and specifying the particulars thereof in reasonable detail."

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the engagement of Director if the Board of the Directors of the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meandetermines that Director has: (a) Executive’s willful materially breached any provision hereof or continued failure habitually neglected the duties which Director was required to perform under any provision of this Agreement; (b) misappropriated funds or refusal property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of Director's duties hereunder, which could reasonably be expected to substantially perform result in serious prejudice to the usual interests of the Company if Director were retained as a director; (c) secured any personal profit not completely disclosed to and customary duties approved by the Company in connection with any transaction entered into on behalf of his or her employment with the Company or any affiliate of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or; (d) Executive’s material breach died, or become and remained incapacitated (either physically, mentally or otherwise) for a period of his or her ninety (90) consecutive days such that Director is not able to substantially perform Director's duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiarieshereunder; or (e) Executive’s conviction offailed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director's duties, written confession toand provided further that Director shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or plea failure to act, on the Director's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudethe Company. Notwithstanding the foregoing, the Executive Director shall not be deemed, for purposes of this Agreement, deemed to have been terminated for For Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose under subsection (after a) without (i) reasonable notice to the Executive and Director setting forth the reasons for the Company's intention to Terminate For Cause, (ii) an opportunity for the Executive Director, together with his counsel, to be heard before the Board with his or her personal legal counsel)of Directors, and (iii) delivery to the Director of a notice of termination from the Board of Directors of the Company, finding that, in the good faith opinion of the BoardBoard of Directors, the Executive has engaged in the type Director was guilty of conduct set forth above in clauses clause (a), (b), (c), (d) or (e) of this Section 3.4 the preceding sentence and specifying the particulars thereof in reasonable detail. In the event of termination of Director's engagement for cause, Director shall be entitled to retain the Options for shares which have not been previously purchased, compensation through the date of termination and reimbursement of expenses properly incurred but not yet reimbursed.

Termination for Cause. The If Employee’s employment is terminated by the Company may terminate Executive’s Employment for Cause (“Cause,” as hereinafter defined) in which event defined below, the Company shall pay Employee only the balance of Employee’s accrued, but unpaid salary, unreimbursed expenses and unused, accrued vacation time through the termination date. The Company shall have no obligation the right to payset off any amounts due to Employee by any amounts owed by Employee to the Company at the time Employee’s employment terminates, and Employee hereby authorizes the Executive shall have no right Company to receive, make this setoff. Employee’s employment may be terminated for “Cause” at any compensation under this Agreement time upon delivery of written notice to Employee. “Cause” means the occurrence of any of the following events: (i) any gross failure on the part of Employee (other than by reason of disability as provided in Section 4(b)) to faithfully and professionally carry out Employee’s duties or to comply with any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes provision of this Agreement, which failure continues after written notice thereof by the Company, provided that the Company shall not be required to have been terminated for Cause unless and until there shall have been delivered provide such notice in the event that such failure (A) is not susceptible to remedy or (B) relates to the Executive same type of acts or omissions as to which such notice has been given on a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership prior occasion; (ii) Employee’s dishonesty (which shall include, without limitation, any misuse or misappropriation of the Company’s Board assets), or other willful misconduct (including, without limitation, any conduct on the part of Directors at a meeting Employee intended to or likely to injure the business of the Board called and held Company); (iii) Employee’s conviction for that purpose any felony or for any other crime involving moral turpitude, whether or not relating to Employee’s employment; (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board iv) in accordance with his applicable federal, state or her personal legal counsel)local laws, finding thatEmployee’s insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the good faith opinion course of performing Employee’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of Employee to perform the same; (v) Employee’s failure to comply with a lawful written direction of the Board, Company; or (vi) any wanton and willful dereliction of duties by Employee. The existence of any of the Executive has engaged foregoing events or conditions shall be determined by the Company in the type exercise of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in its reasonable detailjudgment.

Termination for Cause. The Company PNMAC or PFSI may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation employment or services under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” by written Notice of Termination. A termination for purposes Cause is a termination by reason of: (i) a material breach of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical death or mental illnessDisability) which is committed by Executive in a manner consistent with bad faith and which is not remedied within thirty (30) days of Executive’s performance during receipt of a notice to cure such breach; (ii) Executive’s conviction by a court of competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the 12 months prior basis of vicarious liability shall not give PNMAC or PFSI the right to such Change in Control, and such failure has not been remedied terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the matter removing Executive within 30 days after Executive has received written demand from office of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company PFSI or any of its subsidiaries or is materially detrimental to permanently prohibiting him from participating in the reputation, character and standing conduct of the Company affairs of PFSI or any of its subsidiaries; or or (iv) proven acts of fraud or willful misconduct committed by Executive in connection with the performance of his duties under Section 2 of this Agreement which result in material injury to PFSI or any of its subsidiaries. In the event of a termination for Cause pursuant to this Section 7(c), Executive shall be entitled to receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) The commission reimbursement of an action any unreimbursed expenses incurred by Executive which results pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the incurrence by conduct of the Company affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of any criminal liability the matter, and if the charges resulting in such removal or any material civil liability; or (d) prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to termination shall be treated as a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated Termination Other Than for Cause unless and until there shall have been delivered pursuant to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselSection 7(d), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may terminate the Agreement and the Executive’s Employment 's employment hereunder immediately upon written notice to the Executive for Cause "Cause" (as hereinafter defined). For purposes of the Agreement, the term "Cause" shall mean (i) the repeated failure or refusal of the Executive to perform the duties or render the services reasonably assigned to his from time to time by the Board of Directors (except during reasonable vacation periods or sick leave); (ii) the charging or indictment of the Executive in connection with a felony or willful misfeasance or nonfeasance; (iii) the association, directly or indirectly, of the Executive, for his profit or financial benefit, with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (iv) the disclosing or using of any material "Confidential Information", "Trade Secrets" or “Material, Non-Public Information” (as those terms are defined in Section 9) of the Company at any time by the Executive, except as required in connection with his duties to the Company, (v) the breach by the Executive of his fiduciary duty or duty of trust to the Company, including the commission by the Executive of an act of fraud or embezzlement against the Company, (vi) trading, directly or indirectly, in the Company’s securities while in possession of material, non-public information (vii) any other material breach by the Executive of any of the terms or provisions of the Agreement or any other agreement between the Company and the Executive, which event other material breach is not cured within thirty (30) business days of notice by the Company; or (vii) any other action by the Executive, which, in the good faith and reasonable determination of all of the members of the Company's Board of Directors, has the effect of materially injuring the reputation or business of the Company. If the Executive is terminated for Cause, the Executive shall have no further rights or entitlements under the Agreement, the Company shall have no obligation further obligations to paythe Executive, and the Agreement shall be null and void, provided, however, that the Executive shall have no right be entitled to receivebe receive all unpaid, any compensation under this Agreement by reason of any such termination earned salary, wages and benefits, including accrued vacation pay and reimbursement for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months reasonable business expenses incurred prior to such Change in Controlthe date of termination, to the date of termination. It shall be the Company's burden to show that good "Cause" existed for termination under the Section by clear and convincing evidence, and such any failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered to carry the burden shall convert the termination into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy termination without "Cause." Any termination which occurs within one year of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive change in control shall be presumed to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detaila termination without Cause.

Termination for Cause. The Company may terminate ExecutiveNotwithstanding any other provision of the Plan to the contrary, if the Optionee’s Employment Service is terminated for Cause (as hereinafter defined) or if, following the Optionee’s termination of Service and during any period in which event the Company Option otherwise would remain exercisable, the Optionee engages in any act that would constitute Cause, the Option shall have no obligation terminate in its entirety and cease to paybe exercisable immediately upon such termination of Service or act. Cause means, and the Executive shall have no right unless such term or an equivalent term is otherwise defined with respect to receivean Award by a written contract of employment or service, any compensation under this Agreement by reason of the following: (i) the Optionee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: Company documents or records; (aii) Executivethe Optionee’s willful or continued material failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied abide by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his code of conduct or her dutiesother policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); or (biii) Conduct by Executive that materially discredits the Company Optionee’s unauthorized use, misappropriation, destruction or diversion of any of its subsidiaries tangible or is materially detrimental to the reputation, character and standing intangible asset or corporate opportunity of the Company (including, without limitation, the Optionees improper use or disclosure of the Company’s confidential or proprietary information); (iv) any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence intentional act by the Optionee which has a material detrimental effect on the Company’s reputation or business; (v) the Optionee’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any of its subsidiaries material breach by the Optionee of any criminal liability employment, service, non-disclosure, non-competition, non-solicitation or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or other similar agreement entered into by Executive with between the Company Optionee and the Company, which breach is not cured pursuant to the terms of such agreement; or any of its subsidiaries; or (evii) Executivethe Optionee’s conviction of, written confession to, or (including any plea of guilty or nolo contendere with respect to a felony or contendere) of any crime criminal act involving fraud, theftdishonesty, embezzlement, dishonesty misappropriation or moral turpitude. Notwithstanding , or which impairs the foregoing, the Executive shall not be deemed, for purposes of this Agreement, Optionee’s ability to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with perform his or her personal legal counsel), finding that, in duties with the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailCompany.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which In the event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her that employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or hereunder is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence terminated by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoingfor Cause, the Executive shall not be deemedentitled to receive compensation or other benefits for any period after such termination, for purposes except as provided by law. The phrase “Cause” as used herein, shall exist when there has been a good faith determination by the Company, as communicated to Executive by the Board of this AgreementDirectors, that there shall have occurred one or more of the following events with respect to have been terminated for the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, Cause shall not be deemed to exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable belief that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 9 below.

Termination for Cause. The Company may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination employment hereunder for Cause. For purposes of this Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes shall mean the occurrence of this Agreement shall mean: one or more of the following events: (ai) the Executive’s willful or continued failure or refusal to substantially perform his material duties to the usual Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and customary duties of his or her employment the Executive’s positions with the Company or any of its subsidiaries affiliates, (other than as a result of total or partial incapacity due to physical or mental illnessiii) in a manner consistent with the Executive’s willful misconduct or gross negligence in the performance during the 12 months prior of his material duties to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or , (biv) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive of a willful act of fraud or material dishonesty with respect to a felony any material matter involving the Company, its affiliates or any crime of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving fraudthe Company or its affiliates or their business, theftwithout good cause, embezzlementor (vii) any government regulatory agency recommends or orders, dishonesty in either case in writing, that the Company of the Bank terminate the employment of Executive or moral turpituderelieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive shall not Executive’s employment be deemed, for purposes of this Agreement, considered to have been terminated for Cause “Cause” unless and until there shall have been delivered to the Executive receives a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has engaged in been duly adopted by an affirmative vote of a majority of the type Board. Any such vote shall be taken at a meeting of conduct set the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in clauses (a), (b), (c), (d) or (ereasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this Section 3.4 6(a), and specifying the particulars thereof Executive is given an opportunity, together with counsel, to be heard before the Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, if curable, any such acts or omissions within 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), the term “willful” shall require that the action or omission was done in bad faith and without reasonable detailbelief that such action or omission was in the best interests of the Company.

Termination for Cause. The If, during the Employment Period, the Company may terminate terminates the Executive’s Employment 's employment with the Company for Cause (as hereinafter defined) defined below), or the Executive resigns after engaging in which event conduct that constitutes Cause, the Company shall have no obligation pay to pay, and the Executive shall have no right the following: (i) the Executive's unpaid Annual Salary that has been earned through the termination date of the Executive's employment; (ii) any accrued expenses pursuant to receiveSection 5 above, (iii) the employee benefits, if any, to which the Executive may be entitled under the terms of the Company's employee benefit plans and (iv) any compensation other payments as may be required under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Controlapplicable law (collectively the "Accrued Obligations"). The term “Cause” for For purposes of this Agreement Agreement, "Cause" shall mean: mean that the Executive has engaged in any one of the following: (a) Executive’s willful a material breach of this Agreement or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has 's Key Employee Covenants attached hereto as Exhibit A, which breach is not substantially performed his cured within any applicable cure period set forth in this Agreement or her dutiesthe Key Employee Covenants; or and (b) Conduct any willful violation by the Executive that materially discredits the Company of any material law or any of its subsidiaries or is materially detrimental regulation applicable to the reputation, character and standing business of the Company or any of its subsidiariesSubsidiaries; or (c) The commission the Executive's conviction of, or a plea of an action guilty or nolo contendere to, a felony or any willful perpetration of common law fraud; or (d) any other willful misconduct by the Executive which results in that is materially injurious to the incurrence by financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its subsidiaries Subsidiaries. For purposes of any criminal liability the foregoing, in determining whether a "material breach" has occurred, or any material civil liability; or (d) Executive’s material whether there has been a willful violation of a "material" law or regulation, the standard shall be a breach of his or her duties under any proprietary informationviolation that is, confidentialityor will reasonably likely be, invention transfer materially injurious to the financial condition or similar agreement entered into by Executive with business reputation of, or is, or will reasonably likely be, otherwise materially injurious to, the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailSubsidiaries.

Termination for Cause. The (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation 's employment under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanif: (ai) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction convicted of, written confession to, or enters a plea of guilty or nolo contendere with respect (which plea is not withdrawn prior to its approval by the court) to, a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the offense and either Executive shall not be deemed, for purposes fails to perfect an appeal of this Agreement, to have been terminated for Cause unless and until there shall have been delivered such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive a copy does perfect such an appeal, his conviction of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of felony offense is sustained on appeal; or (ii) the Company’s 's Board of Directors at determines, after due inquiry, based on convincing evidence, that Executive has: (A) committed fraud against, or embezzled or misappropriated funds or other assets of, the Company (or any subsidiary thereof); (B) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company's Board of Directors; (C) willfully, or because of gross or persistent negligence, (A) failed properly to perform his duties hereunder or (B) acted in a meeting of the Board called and held for that purpose (after reasonable notice manner detrimental to, or adverse to the Executive and an opportunity for interests of, the Executive Company; or (D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be heard before the Board with his performed or her personal legal counsel), finding satisfied by Executive hereunder; and that, in the good faith opinion case of the Boardany violation or failure referred to in clause (B), (C) or (D) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may effect such termination for cause by giving Executive has engaged notice to such effect, setting forth in reasonable detail the type factual basis for such termination, at least five days prior to the date of conduct termination set forth therein; provided however that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, cures or explains to the reasonable satisfaction of the Company's Board of Directors the factual basis for termination set forth therein. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (aA) to (D) of paragraph (ii) thereof (each, a "For Cause Event"), each of the following shall constitute convincing evidence of such occurrence: (bi) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive's failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (ii) any judgment, award, order, decree or other adjudication or ruling in any such Proceeding finding or based upon the occurrence of a For Cause Event (that is not reversed or vacated on appeal); or (iii) any settlement or compromise of, (c)or consent decree issued in, any such Proceeding in which Executive expressly admits the occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company's Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive's employment hereunder, the Company's Board of Directors shall take the following factors, to the extent applicable and material, into account: (i) whether the Company's Board of Directors directed or authorized Executive to take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (eii) any award of this Section 3.4 damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and specifying whether such sanction, remedy or relief is sufficient to recompense the particulars thereof in reasonable detailCompany or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) whether any lesser sanction would be appropriate and effective; and (iv) any adverse effect that the loss of Executive's services would have, or be reasonably likely to have, upon the Company.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason Immediately following notice of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” (as defined below), specifying such Cause, given by the Company (termination pursuant to this Section 6.4 being referred to herein as termination for purposes “Cause”). As used herein, “Cause” means (i) termination based on Executive’s conviction or plea of this Agreement shall mean: “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (aother than one involving Limited Vicarious Liability), any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive’s willful or continued substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure or refusal to substantially perform the usual responsibilities, functions and customary duties of his or her employment attached to the position with the Company or any of its subsidiaries (other than as a result of total refusal to perform his duties at all or partial incapacity due to physical or mental illness) in a manner consistent with reasonably acceptable manner; (iv) Executive’s performance during failure to follow the 12 months prior to such Change in Control, lawful and such failure has not been remedied by Executive within 30 days after Executive has received written demand proper directives of performance from the Board of Directors which specifically sets forth that are within the factual basis for the Companyscope of Executive’s belief that Executive has not substantially performed his or her duties; or or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (dv) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into this Agreement. Any determination of for Cause termination shall be made by Executive with the Board of Directors of the Company or any after having first given thirty (30) days written notice to Executive of its subsidiaries; or (e) Executive’s conviction ofsuch determination, written confession to, or plea and afforded Executive the opportunity to be heard by the full Board of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeDirectors. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of any other provision in this Agreement, if Executive is terminated pursuant to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose subsection (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (eiii) of this Section 3.4 6.4 for poor job performance, excluding refusal to perform his duties, Executive shall have sixty (60) days to cure the behavior upon which the threatened termination is based. For the purpose of this provision, the term “Limited Vicarious Liability” shall mean any liability which is based on acts of Company for which Executive is responsible solely as a result of his office(s) with Company; provided that (A) he was not directly involved in such acts and specifying either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the particulars thereof in reasonable detailacts causing such liability or (B) after consulting with Company's counsel, he reasonably believed that no law was being violated by such acts.

Termination for Cause. The Company may shall have the right to terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination employment hereunder for Cause. For purposes hereof, even if such termination occurs following a Change in Control. The term “Cause” for purposes shall be defined as the Board’s good faith determination that the Executive has: (i) been convicted of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as entered a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony criminal offense constituting a felony; (ii) committed one or more acts or omissions constituting fraud, embezzlement or breach of a fiduciary duty to the Company; (iii) committed one or more acts constituting gross negligence or willful misconduct; (iv) habitually abused alcohol or any crime involving fraudcontrolled substance or reported to work under the influence of alcohol or any controlled substance (other than a controlled substance which Executive is properly taking under a current prescription), theft(v) engaged in harassment of any employee or customer of the Company in violation of Company policy; (vii) committed a material violation of any Company policy; (viii) been insubordinate or dishonest; (ix) engaged in self-dealing or in any act constituting a conflict of interest; (ix) exposed the Company to criminal liability through negligence or wrongdoing of any kind; (x) disclosed the Company’s confidential information in violation of his obligations under this Agreement; or (xi) failed, embezzlementafter written warning specifying in reasonable detail the breach(es) complained of, dishonesty or moral turpitudeto substantially perform his duties under this Agreement. Notwithstanding the foregoingforegoing in the event of a Change of Control, a termination by the Company of the Executive shall not be deemedfor any reason during the twelve (12) month period immediately following the Change of Control, for purposes of this Agreement, other than an intentional and malicious act or omission that is reasonably likely to have been terminated for Cause unless and until there shall have been delivered result in material injury to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership business or reputation of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive , shall be deemed to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of a termination without Cause for all purposes under this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement.

Termination for Cause. The Company may terminate Executive’s Employment 's employment pursuant to the terms of this Agreement at any time for Cause (as hereinafter defined) in which event cause by giving written notice of termination. Such termination will become effective upon the Company shall have no obligation to paygiving of such notice. Upon any such termination for cause, and the Executive shall have no right to receivecompensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in any compensation employee benefit programs under this Agreement Section 7, including the severance package provided for in Section 7.05, except as provided by reason law, for any subsequent to the effective date of any such termination for Cause, even if such termination occurs following a Change in Controltermination. The term “Cause” for For purposes of this Agreement Section 9.02, "cause" shall mean: : (ai) Executive is convicted of a felony which is directly related to Executive's employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s willful or continued failure or repeated refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as any failure to perform arising from a result of total or partial incapacity due to physical or mental illnessdisability) to act in a manner accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s performance during the 12 months prior to such Change in Controlstatus as an officer of Company, and such failure has which refusal is not been remedied cured by Executive within 30 twenty (20) days after of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive has received commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written demand notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or and (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (dvii) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Executive Company to Executive. Executive's failure to comply with the Company or any requirements of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea Section 10 of guilty or nolo contendere with respect to this Agreement shall constitute a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes material breach of this Agreement, to . The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been terminated for Cause unless determined and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailno further appeals are permissible.

Termination for Cause. A. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receiveterminate the employment Employee hereunder at any time for cause [as used herein, any compensation under this Agreement "cause"] if: 1. Employee shall be convicted by reason a court of competent and final jurisdiction of any crime [whether or not involving the Company] which constitutes a felony in the jurisdiction involved or shall be habitually drunk or intoxicated in public or otherwise commit acts of moral turpitude in such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during as to adversely reflect upon the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand reputation of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits 2. Employee shall commit any act of embezzlement or similar material dishonest and injurious conduct against the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiariesCompany; or (c) The commission 3. Employee shall demonstrate willful and injurious misconduct in connection with the performance of an action by Executive which results in the incurrence by the Company his duties and responsibilities under, or any of its subsidiaries of any criminal liability or any material civil liabilityassigned pursuant to this Agreement; or (d) Executive’s material breach of his 4. Employee shall demonstrate reckless or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive grossly negligent and injurious conduct in connection with the Company performance of, or any of its subsidiariesa gross disregard for, his duties and responsibilities under, or assigned pursuant to this Agreement; or 5. In the event, alter the first six (e6) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding months following the foregoing, the Executive shall not be deemed, for purposes Commencement Date of this Agreement, the net monthly sales volume [total amount of all leases written in any calendar month of the Company is less than $500,000.00 per month in any consecutive month period or in a three (3) month aggregate in any twelve (12) month period. B. In the event that the employment of Employee shall be terminated by the Company for cause pursuant to Paragraph 10A hereof, Employee shall be entitled to receive his salary then in effect through the xxxx of such termination. Employee shall accept the payments pursuant to this paragraph in full discharge and release of the Company of and from any further obligations under this Agreement. Nothing contained in this paragraph shall constitute a waiver or release by the Company of any rights or claims it may have been terminated for Cause unless and until there shall have been delivered against the Employee, including, but not limited to, any claims or rights pursuant to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct provisions set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event Termination by the Company of the Executive's employment for cause (hereinafter referred to as "Termination for Cause), shall have no obligation to pay, mean termination upon (i) the willful and continued failure by the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary Executive's material duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from the Executive's incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and illness or any such failure has not been remedied after the issuance by the Executive within 30 days for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after Executive has received a written demand of for substantial performance from is delivered to the Executive by the Board, which demand specifically identifies the material duties that the Board of Directors which specifically sets forth believes that the factual basis for the Company’s belief that Executive has not substantially performed his performed, or her duties; or (bii) Conduct the willful engaging by the Executive in conduct that is demonstrably and materially discredits the Company or any of its subsidiaries or is materially detrimental injurious to the reputationCompany, character monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and standing without reasonable belief that the Executive's action or omission was in the best interest of the Company Company, or any (iii) the conviction of its subsidiaries; or (c) The commission the Executive of an action by Executive which a felony, limited solely for a crime related to the business operations of the Company, or that results in the incurrence Executive being unable to substantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with against the Company or any that may be construed as the crime of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudelarceny, and/or grand larceny. Notwithstanding Any other provision in this paragraph to the foregoingcontrary notwithstanding, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Termination for Cause unless and until there shall have been delivered to the Executive a copy of Board duly adopts a resolution duly adopted by the affirmative vote of not no less than twothree-thirds quarters (3/4) of the entire membership of the Company’s Board of Directors Board, at a meeting of the Board called and held for that such purpose (after reasonable notice to the Executive and an opportunity for the Executive Executive, together with the Executive's counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, the Executive has engaged in the type was guilty of conduct set forth described in clauses Subparagraphs (ai), (b), (c), (dii) or (eiv) of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detaildetail and a certified copy of such resolution is delivered to the Executive.

Termination for Cause. The Company Bank may terminate the Executive’s Employment employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the “Cause” at any time. The Executive shall have no right to receivereceive compensation or other benefits, other than the Accrued Obligations, for any compensation under this Agreement by reason of any such period after a termination for “Cause.” For purposes of Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes shall be deemed to exist if the Executive: (i) has engaged in any willful act or omission that, in the judgment of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth has caused or will likely cause substantial economic damage to the factual basis for the Company’s belief that Executive has not substantially performed his Bank or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental substantial injury to the reputation, character and standing business reputation of the Company Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board or Directors, within the standards of its subsidiaries; or (c) The commission performance which could reasonably be expected of an action by executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive which results in the incurrence by the Company Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of its subsidiaries this Agreement, (B) to adhere to the material terms of any criminal liability employment-related policies or any material civil liability; or procedures as have been or may be established by the Bank, or (dC) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive to execute and comply with the Company material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or any of its subsidiaries; or (ev) Executive’s conviction of, written confession to, has been convicted or enters a plea of guilty or nolo contendere with respect or enters into a pretrial diversion program or similar program relating to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of any bank-regulatory agency. Notwithstanding the foregoing, the Executive Cause shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board of Directors called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselof Directors), finding that, that in the good faith opinion of the Board, Board of Directors the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this subparagraph, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by his/her not in good faith without reasonable belief that his/her action or omission was in the best interest of the Bank.

Termination for Cause. (a) The Company may terminate the Executive’s Employment employment for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes to terminate employment hereunder only (i) if termination shall have been the result of this Agreement shall mean: an act or acts of dishonesty by the Executive constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment to the Executive at the expense of the Company; or (aii) Executive’s upon the willful or and continued failure or refusal by the Executive substantially to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from incapacity due to mental or physical or mental illness) after a demand in a writing for substantial performance is delivered by the Board, which demand specifically identifies the manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from which the Board of Directors which specifically sets forth believes that the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct , and such failure results in demonstrably material injury to the Company. The Executive’s employment shall in no event be considered to have been terminated by Executive that materially discredits the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (ii) any act or omission without intent of its subsidiaries gaining therefrom directly or is materially detrimental indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the reputationinterest of the Company, character and standing or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-Laws of the Company or any the laws of its subsidiaries; or (c) the State of Delaware, in each case as in effect at the time of such act or omission. The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with his counsel, to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth above in clauses (a), (b), (c), (di) or (eii) of the first sentence of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detail. (b) If the Executive’s employment shall be terminated for Cause, the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement.

Termination for Cause. The For “Cause” upon the determination by the Company may that “Cause” exists to terminate Executive’s Employment employment. “Cause” means (i) Executive’s gross negligence, willful misconduct, or willful neglect in the performance of the material duties and services of Executive hereunder, uncorrected for thirty (30) days following the Company’s written notice to Executive of need to cure such performance; (ii) Executive’s final conviction of a felony by a trial court; (iii) any criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, in the business judgment of a majority of the Company’s board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the Company’s written notice to Executive of such breach. If the Company terminates Executive’s employment for Cause, Executive shall be entitled only to Executive’s pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (as hereinafter definedi) in which event above, (a) all stock options previously granted by the Company shall have no obligation to payExecutive that are vested on the date of termination for Cause shall, and the Executive shall have no right to receive, notwithstanding any compensation under this Agreement by reason contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct all stock options previously granted by the Company to Executive that materially discredits are not vested on the Company or any date of its subsidiaries or is materially detrimental to the reputation, character termination for Cause shall terminate immediately and standing of the Company or any of its subsidiaries; or (c) The commission all restricted stock, restricted stock units and other awards that have not vested prior to the date of an action by Executive which results in termination for Cause shall be cancelled to the incurrence extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or any not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated termination for Cause unless and until there shall have been delivered be cancelled to the Executive a copy of a resolution duly adopted by the affirmative vote of extent not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailthen vested.

Termination for Cause. The Company may immediately terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, employment of the Employee and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if and such termination occurs following a Change in Controlshall be effective as of the time of notice of the same. The term “"Cause” for purposes of this Agreement shall mean: " means (a) Executive’s willful or continued failure or refusal to substantially perform conviction of any felony by the usual and customary duties of his or her employment with Employee affecting the Company and/or Parent or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing subsidiary of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony Parent or any crime involving fraud; (b) action taken by the Employee intentionally to materially harm the Company and/or Parent; (c) embezzlement of funds of the Company or its affiliates (including, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoingwithout limitation, the Executive shall not be deemedParent) by the Employee; (d) falsification of records or reports of Company and/or Parent or any other subsidiary of the Parent, for purposes by the Employee; (e) ownership by the Employee, direct or indirect, of this Agreementan interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company and/or Parent or any other subsidiary of the Parent, to have been terminated for Cause unless and until there shall have been delivered to the Executive including those products or services contemplated in a copy of a resolution duly plan adopted by the affirmative vote of not less than two-thirds Board or its subsidiaries; (f) (i) any material breach of the entire membership Employee's fiduciary duties or duties of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice care to the Executive and an opportunity Company (except for the Executive to be heard before the Board with his or her personal legal counsel), finding that, conduct taken in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (dfaith) or (eii) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by Employee of the terms of this Section 3.4 Agreement which, in either case, to the extent such breach is curable, has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (g) any material breach of the Proprietary Information, Assignment of Inventions and specifying Non-Competition Agreement attached as Exhibit B by the particulars thereof in reasonable detailEmployee; and (i) any other act or omission that constitutes "cause" under the laws of the State of Israel. In the event of termination for Cause, the Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of the Severance Law.

Termination for Cause. The During the terms of this Employment Agreement, the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company may terminate Executive’s Employment for Cause "Cause" (as hereinafter defined) in which event ). If the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her 's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (i)misappropriation of funds, embezzlement, or willful and material damage of or to any material property of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that , or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the Executive has not substantially performed of his duties hereunder; (iv) failure or her duties; or (b) Conduct refusal by the Executive that materially discredits to perform his duties in the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing best interests of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results and in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive accordance with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted directions given by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged chairman of the board or the president of the Company; or (v) a material breach by the Executive, in the type sole opinion of conduct set forth in clauses (a)the Company, (b), (c), (d) or (e) any of the provisions of this Section 3.4 Employment Agreement; which breach continues after notice of the breach, either oral or written, from the Company to the Executive. Upon termination of the Executive for "Cause", theCompany will pay the Executive's salary and specifying other benefits, including reimburse the particulars thereof in reasonable detailExecutive for authorized expenses incurred, through the date of termination of the Executive's employment. The Executive acknowledges and agrees that the foregoing will be the Company's only obligations and total liability to the Executive for termination of the Executive's employment for "Cause".

Termination for Cause. The Company may terminate ExecutiveEmployee’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation employment under this Agreement by reason for Cause at any time prior to the expiration of any such termination for Causethe Term. As used herein, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: : (ai) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; (iv) the willful or gross neglect by Employee of the material duties required by this Agreement; (v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the Company’s Board of Directors; provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall Company Affiliates which has not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive approved by a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds majority of the entire membership disinterested directors of the Company’s Board of Directors at Directors, if such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a meeting material nature to any property of the Company or any Company Affiliates; (ix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (x) the repeated non-prescription abuse of any controlled substance which, in any case described in this clause, the Company’s Board called and held of Directors reasonably determines renders the Employee unfit to serve in his capacity as an officer or employee of the Company or any Company Affiliates. In the event of Employee’s termination for that purpose (after reasonable notice to Cause, this Agreement shall terminate without further obligation by the Executive and an opportunity Company, except for the Executive to be heard before the Board with his or her personal legal counselpayment of any Accrued Obligations (as defined in paragraph 1(f) below), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under immediately terminate this Agreement by reason and Employee’s employment with the Company for any of any such termination for Cause, even if such termination occurs the following causes (each a Change in Control. The term “Cause” for purposes of this Agreement shall mean:”): (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties Conviction of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession toEmployee for, or entry of a plea of guilty or nolo contendere by Employee with respect to a to, any felony or any crime involving fraud, theft, embezzlement, dishonesty or an act of moral turpitude. Notwithstanding ; (b) Engaging in any act involving fraud or theft; (c) Neglect by Employee of his/her duties or breach by Employee of his/her duties or intentional misconduct by Employee in discharging such duties; (d) Employee’s continued absence from his/her duties without the foregoingconsent of the Employee’s supervisor after receipt of notification from the Company, other than absence due to bona fide illness or disability as defined herein; (e) Employee’s failure or refusal to comply with the Executive shall directions of the Chairman or the Board or with the policies, standards and regulations of the Company, provided that such directions, policies, standards or regulations do not be deemedrequire Employee (i) to take any action which is illegal; or (ii) to fail to take any action required by applicable law, for purposes regulations or licensing standards; (f) Conduct, actions, or performance that violates the Company’s policies concerning ethics or employee conduct; (g) Employee’s breach of the agreement set forth in Section 5 of this Agreement or any of the restrictive covenants contained in that Section; or (h) Employee’s breach of any term of this Agreement, to have been terminated for Cause unless and until there . provided that the Company shall have been delivered to the Executive Employee a copy notice of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held termination that specifically identifies such grounds for that purpose (after reasonable notice to the Executive and an opportunity termination for the Executive to be heard before the Board with his or her personal legal counsel), finding thatCause and, in the good faith opinion case of the Boardgrounds pursuant to subsections (c) through (h), the Executive has engaged in Employee shall have failed to cure such circumstances within 30 days of receipt of such notice. Upon the type effectiveness of conduct set forth in clauses (a)any termination for Cause by the Company, (b)the Company shall have no further obligation under this Agreement and payment of all compensation to Employee under this Agreement shall cease immediately, (c)except for any payment of compensation accrued but unpaid through the date of such termination for Cause. The Employee acknowledges that his compensation may also be subject to any clawback provisions required by law, (d) rule, regulation or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailcompany policy consistent with any law, rule or regulation.

Termination for Cause. The Company may shall terminate Executive’s Employment this Agreement for Cause (as hereinafter defineddefined herein) in which event by delivery of written notice to EXECUTIVE specifying the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation cause or causes relied upon for such termination. If EXECUTIVE’s employment under this Agreement is terminated by reason the Company for Cause before the last day of any calendar month, EXECUTIVE shall be entitled to receive as compensation for such calendar month, only the Base Salary set forth in Section 4.1 prorated to the date of termination on the basis of a 30-day calendar month. Grounds for Cause, even if such termination occurs following a Change in Control. The term the Company to terminate this Agreement for “Cause” for purposes shall include only the occurrence of this Agreement shall meanany of the following events: (a) Executive4.1.1 EXECUTIVE’s willful misconduct or continued gross negligence in the performance of his duties hereunder; 4.1.2 EXECUTIVE’s willful failure or refusal to substantially perform in the usual manner at the usual time those duties which he regularly and customary duties routinely performs in connection with the business of his or her employment with the Company or any of its subsidiaries (such other than as a result of total or partial incapacity due duties reasonably related to physical or mental illness) the capacity in a manner consistent with Executive’s performance during the 12 months prior which he is employed hereunder which may be assigned to such Change in Control, and such failure has not been remedied him by Executive within 30 days after Executive has received written demand of performance from the Board of Directors of the Company, if such failure or refusal has not been substantially cured to the satisfaction of the Board of Directors within thirty (30) days after written notice of such failure or refusal has been given by the Company to EXECUTIVE; 4.1.3 EXECUTIVE’s performance of any action when specifically and reasonably instructed not to do so by the Board of Directors of the Company; 4.1.4 EXECUTIVE engaging or in any manner participating in any activity which specifically sets forth is directly competitive with or intentionally injurious to the factual basis Company; 4.1.5 EXECUTIVE’s commission of any fraud against the Company or use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Board of Directors to be so used or appropriated; or 4.1.6 EXECUTIVE’s conviction of any crime involving moral turpitude. For this purpose of this definition, no act or failure to act by the EXECUTIVE shall be considered “willful” or “grossly negligent” if the EXECUTIVE acted (or failed to act) in good faith with the reasonable belief that his actions or omission was in the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any best interest. Any notice of its subsidiaries or is materially detrimental termination given pursuant to the reputation, character and standing Section 5.1 shall effect termination as of the Company date specified in such notice, or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by event no such date is specified, on the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds last day of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable month in which such notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailis delivered.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receiveterminate Employee’s employment for “Cause” (as defined below) at any time, any compensation under this Agreement by reason without prior notice. In the event of any such termination of Employee’s employment for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall meancease as of the date of such termination. For purposes of this Agreement, termination for “Cause” by the Company is defined as follows: (a1) ExecutiveEmployee is convicted of or pled guilty or nolo contendere to (i) a felony that is likely to impair Employee’s willful ability to perform under this Agreement or continued failure otherwise have a significant adverse effect upon the Company, any of its affiliates, or refusal any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) Employee commits or conspires to substantially perform the usual and customary duties commit an act of his dishonesty, theft, gross carelessness, or her employment with other misconduct against the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; oraffiliates; (b3) Conduct by Executive that materially discredits has engaged in the Company abuse of alcohol or any illegal drug or intoxicant, or distributed or conspired to distribute any such substance, or engaged in the abuse of its subsidiaries any prescription drug, during working hours or is materially detrimental to the reputation, character and standing at any facilities of the Company or any of its subsidiaries; oraffiliates; (c4) The commission has committed or conspired to commit any act or series of acts that constitute unlawful harassment or discrimination based on an action unlawful classification; (5) has committed or conspired to commit any act or series of acts without approval by Executive the Company’s Board of Directors which results would have a significant adverse effect on the Company, any of its affiliates, or any of their businesses or reputations; (6) has engaged in a willful or grossly negligent failure to perform duties or services for the incurrence by Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its subsidiaries affiliates; (8) has committed any act or omission that constitutes a material breach by Employee of any criminal liability of Employee’s obligations or agreements under this Agreement, but only after the Company has provided notice of such breach to Employee and Employee fails or refuses to correct such breach within ten (10) days of such notice; provided, however, that no prior notice is required for any material civil liabilityevent set forth in conditions (1) through (7), inclusive, of this Section 6(a); or (d9) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive fails to relocate to California on a permanent basis with the Company or any intention of its subsidiaries; or establishing residency in California within twelve (e12) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding months after the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detaileffective date hereof.

Termination for Cause. The Company Employer may terminate Executive’s Employment Employee's employment immediately for Cause (as hereinafter defined) in which event the Company shall have no obligation "cause" by written notice to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in ControlEmployee. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, to have been terminated a termination shall be for Cause unless and until there "cause" if the termination results from any of the following events: (i) Employee's willful breach of any material provision of this Agreement, which breach Employee shall have been delivered failed to cure within thirty (30) days following Employer's written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the Executive a copy interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer's written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a resolution duly adopted crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the affirmative vote of not less than two-thirds reasonable, written instructions of the entire membership of the Company’s Board of Directors at of Employer or Employer's President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a meeting material rule or regulation of the Board called and held for that purpose (after reasonable notice Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the Executive contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and an opportunity for benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion date of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailtermination.

Termination for Cause. The Executive’s employment with the Company may terminate be terminated at any time for “Cause,” which is defined to mean the following: (i) the commission by the Executive of gross negligence or gross misconduct in connection with the performance of any of the Executive’s Employment duties; (ii) misconduct by the Executive, regardless of whether or not in the course of the Executive’s employment, that has resulted or is very likely to result in material economic harm to, or substantial, long term damage to the reputation of, to the Bowhead Group, in the aggregate, if the Executive were to continue to be employed by the Company, provided that the procedures set forth in the last paragraph of this Section 6(b) are complied with in connection with such termination for Cause Cause; (iii) the Executive engaged in or attempted to engage in acts or omissions constituting fraud, misappropriation, embezzlement, intentional wrongdoing or dishonesty (but excluding expense reimbursement disputes as hereinafter definedto which the Executive had a reasonable good faith belief that his conduct was within the policies of the Company); (iv) in which event willful failure by the Company shall have no obligation Executive to payimplement reasonable directives of the Board; provided that if such failure is capable of remedy, and the Executive shall have no right ten (10) days from receipt of written notification of such failure by the Company in which to receive, any compensation under this Agreement by reason of any remedy such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean:failure; (av) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for materially breached the Company’s belief that Executive has not substantially performed his policies or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental procedures governing business ethics, unlawful discrimination, sexual harassment applicable to executives similarly situated to the reputation, character and standing of the Company or any of its subsidiaries; or Executive (c) The commission of an action by Executive which results in the incurrence as may be amended from time to time by the Company or any of its subsidiaries Subsidiaries, as applicable); provided that if such breach is capable of any criminal liability or any material civil liability; orremedy, the Executive shall have thirty (30) days from receipt of written notification of such breach by the Company in which to remedy such breach; (dvi) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect the Executive pleading no contest to a (A) any felony or any crime (B) a misdemeanor involving fraudmoral turpitude, theft, embezzlementdeceit, dishonesty or moral turpitudefraud; (vii) the Executive’s material breach in the performance of his obligations under this Agreement, after written notice of such breach to the Executive, which breach, if susceptible to correction, is not corrected within ten (10) days following delivery of such written notice; or (viii) the Executive’s willful 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 willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. Notwithstanding In the foregoingcase of any termination for Cause (other than a termination for Cause under Section 6(b)(ii) which shall also comply with the additional requirements of the immediately following paragraph below), the Company shall provide written notice to the Executive setting forth to a reasonable extent at least the principal acts or omissions of the Executive giving rise to Cause for termination. The Parties agree that the below par or below average financial performance of one or more of the Subsidiaries of Bowhead Holdings, including the Company, in and of itself (i.e., absent any of the acts, circumstances or bases set forth in subsections (i) through (viii) of this Section 6(b)) shall not constitute Cause for employment termination under this Agreement. A termination for Cause under Section 6(b)(ii) shall in no event become effective under the Agreement unless the provisions of this paragraph are complied with. The Executive must be given written notice by the Board of the intention to terminate his employment for Cause under Section 6(b)(ii), such notice (A) to state in detail the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within three months of the Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall not then be deemed, for purposes entitled to a hearing before the Board. Such hearing shall be held within 15 days of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable such notice to the Executive and an opportunity for Executive, provided the Executive to be heard before requests such hearing within 10 days of the written notice from the Board with his or her personal legal counsel)of the intention to terminate him for Cause. If, finding within five days following such hearing, the Executive is furnished written notice by the Board confirming that, in its judgement, grounds for Cause on the good faith opinion basis of the Boardoriginal notice exist, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailshall thereupon be terminated for Cause.

Termination for Cause. The Company Employer may terminate the Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, employment at any compensation under this Agreement by reason of any such termination time for Cause, even if after providing Executive with at least 30 days’ notice of such proposed termination occurs following a Change in Controland 15 days to remedy the alleged defect. The term In this Agreement, “Cause” for purposes of this Agreement shall mean: (a) means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s willful duties on behalf of RBA Pubco or continued failure an affiliate, or refusal to substantially perform follow, in any material respect, the usual and customary duties lawful policies, procedures, instructions or directions of his or her employment with the Company Employer or any of its subsidiaries applicable affiliate (other than as a result of total any such failure resulting from the Executive’s disability or partial incapacity due to physical or mental illness) ), or the Executive wilfully or intentionally engaging in a manner consistent with Executive’s performance during the 12 months prior to such Change in Controlillegal or fraudulent conduct, and such failure has not been remedied by Executive within 30 days after Executive has received written demand financial impropriety, intentional dishonesty, breach of performance from the Board duty of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company loyalty or any of its subsidiaries or similar intentional act which is materially detrimental to injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, character and standing business or business relationships of the Company Employer or an affiliate, or any other act or omission constituting cause for termination of its subsidiaries; or (c) The commission employment without notice or pay in lieu of an action by notice at common law. For the purposes of this definition, no act, or failure to act, on the part of a Executive which results in the incurrence shall be considered “wilful” unless done, or omitted to be done, by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive in bad faith and without reasonable belief that the Executive’s material breach of his action or her duties under any proprietary informationomissions were in, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession not opposed to, or plea the best interests of guilty or nolo contendere the Employer and its affiliates. In the event of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the rights of the Executive with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless performance share units (“PSUs”) and until there shall have been delivered restricted share units (“RSUs”) granted pursuant to the Executive a copy of a resolution duly adopted by RBA Pubco’s Performance Share Unit Plan (the affirmative vote of not less than two-thirds of “PSU Plan”) and Restricted Share Unit Plan (the entire membership of the Company’s Board of Directors at a meeting of the Board called “RSU Plan”), respectively, and held for that purpose (after reasonable notice pursuant to any and all PSU and RSU grant agreements, respectively, will be governed pursuant to the Executive PSU Plan and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)RSU Plan, finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailrespectively.

Termination for Cause. The Company may terminate Executive’s Employment Officer's employment with the Company for Cause. In the event Officer's employment with the Company is terminated by the Company "Cause", this Agreement will terminate effective upon such termination for Cause (as hereinafter defined) in which event and Officer shall not be entitled to any of the benefits of this Agreement through the date of such termination or otherwise. For purposes of this Agreement, the Company shall have no obligation "Cause" to pay, and terminate the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: Officer's employment only on the basis of: (a) Executive’s The Officer's willful or and continued failure or refusal to substantially to perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from his incapacity due to physical or mental illness) in after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Officer by the Company's Board of Directors which specifically sets forth identifies the factual basis for manner in which such Board of Directors believes that the Company’s belief that Executive Officer has not substantially performed his or her duties; or or (b) Conduct by Executive that The Officer's willful engagement in conduct materially discredits the Company or any of its subsidiaries or is materially detrimental and demonstrably injurious to the reputationCompany. For purposes of this subsection, character no act or failure to act on Officer's part shall be considered "willful" unless done, or omitted to be done, by the Officer not in good faith and standing without reasonable belief that his action or omission was in the best interest of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive Officer shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive Officer a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership (excluding Officer) of the Company’s 's Board of Directors Directors, at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)purpose, finding that, that in the good faith opinion of the BoardBoard of Directors, the Executive has engaged in the type Officer was guilty of conduct set forth in clauses subsection (a), (b), (c), (d) or (eb) of this Section 3.4 and specifying the particulars thereof in reasonable detail. If Officer believes that the Company does not have Cause to terminate Officer's employment, Officer may request, by written notice to the Company given within thirty (30) days from the date Officer a copy of the resolution referred to above, that the question of Cause to terminate Officer's employment be submitted to final and binding arbitration under the Oklahoma Arbitration Act. Pending the arbitration decision, Officer shall be entitled to receive all of Officer's benefits under this Agreement. 12.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the engagement of Director if the Board of the Directors of the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meandetermines that Director has: (a) Executivematerially breached any provision hereof or habitually neglected the duties which Director was required to perform under any provision of this Agreement; (b) misappropriated funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of Director’s willful duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Director were retained as a director; (c) secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any affiliate of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or; (d) Executivedied, or become and remained incapacitated (either physically, mentally or otherwise) for a period of ninety (90) consecutive days such that Director is not able to substantially perform Director’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiarieshereunder; or (e) Executivefailed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director’s conviction ofduties, written confession toand provided further that Director shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or plea failure to act, on the Director’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudethe Company. Notwithstanding the foregoing, the Executive Director shall not be deemed, for purposes of this Agreement, deemed to have been terminated for For Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose under subsection (after a) without (i) reasonable notice to the Executive and Director setting forth the reasons for the Company’s intention to Terminate For Cause, (ii) an opportunity for the Executive Director, together with his counsel, to be heard before the Board with his or her personal legal counsel)of Directors, and (iii) delivery to the Director of a notice of termination from the Board of Directors of the Company, finding that, in the good faith opinion of the BoardBoard of Directors, the Executive has engaged in the type Director was guilty of conduct set forth above in clauses clause (a), (b), (c), (d) or (e) of this Section 3.4 the preceding sentence and specifying the particulars thereof in reasonable detail. In the event of termination of Director’s engagement for cause, Director shall be entitled to retain the vested Options for shares which have not been previously purchased, compensation through the date of termination and reimbursement of expenses properly incurred but not yet reimbursed.

Termination for Cause. The If the Company may determines to terminate Executive’s employment during the Term of Employment for Cause (Cause, as hereinafter defined) in which event defined herein, the Company shall have no obligation liability to payExecutive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, and it being understood that the Executive Initial RSUs, to the extent then unvested, shall have no right be forfeited. Executive, however, will continue to receive, any compensation under this Agreement be bound by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes all provisions of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties that survive termination of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeemployment. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, “Cause” shall mean: (1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to have the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of clauses (1) and (3), has not been terminated cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Company’s Board (excluding Executive, if Executive is a member of Directors the Board) at a meeting of the Board called and held for that such purpose (after reasonable notice is provided to the Executive and Executive is given an opportunity opportunity, together with counsel for the Executive Executive, to be heard before the Board with his or her personal legal counselBoard), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 Cause exists and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which In the event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her that employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or hereunder is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence terminated by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoingfor Cause, the Executive shall not be deemedentitled to receive compensation or other benefits for any period after such termination, for purposes except as provided by law. The phrase “Cause” as used herein, shall exist when there has been a good faith determination by the Company, as communicated to Executive by the Chief Executive Officer, that there shall have occurred one or more of this Agreementthe following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to have been terminated for the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, Cause shall not be deemed to exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable belief that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 9 below.

Termination for Cause. The Company Employer may terminate Executive’s Employment Employee's employment immediately for Cause (as hereinafter defined) in which event the Company shall have no obligation "cause" by written notice to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in ControlEmployee. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to have been terminated for Cause unless and until there obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have been delivered to first obtained the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds written consent of the entire membership of the Company’s Board of Directors at of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of a meeting crime involving moral turpitude; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board called and held for of Directors of Employer, provided that purpose the instructions do not require Employee to engage in unlawful conduct; or (after reasonable notice vii) Any documented intentional violation by Employee of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the Executive contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and an opportunity for benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion date of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailtermination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination If your employment is terminated for Cause, even this Option (whether vested or unvested) shall be forfeited immediately upon such termination, and you shall be prohibited from exercising your Option as of the date of such termination. In addition, if your termination is without Cause but the Company later learns facts that could have permitted it to terminate your employment for Cause if such termination occurs following a Change in Controlfacts had been known at the time of your termination, then your Option (whether vested or unvested) shall be forfeited immediately on the date of such determination. The term For purposes of this Agreement, “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform have the usual and customary duties of his or her same meaning as set forth in your employment agreement with the Company, or, if you do not have an employment agreement with the Company, “Cause” shall mean a good faith finding by the Company that you have (i) failed, neglected, or any of its subsidiaries refused to perform your lawful employment duties as from time to time assigned to you (other than as a result of total or partial incapacity due to physical disability); (ii) committed any willful, intentional, or mental illness) in a manner consistent with Executive’s performance during grossly negligent act having the 12 months prior to such Change in Controleffect of materially injuring the interest, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his business, or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing reputation of the Company or any Affiliate; (iii) violated or failed to comply in any material respect with the Company’s published rules, regulations, or policies, as in effect or amended from time to time; (iv) committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty; (v) misappropriated or embezzled any property of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or an Affiliate (whether or not an act constituting a felony or misdemeanor); or (vi) breached any of its subsidiaries material provision of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, applicable confidentiality, invention transfer non-compete, non-solicit, general release, covenant not-to-sue, or similar other agreement entered into by Executive with the Company or any an Affiliate. The Committee may suspend your right to exercise this Option pending its determination of its subsidiaries; or whether your employment will be terminated (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to could have been terminated terminated) for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailCause.

Termination for Cause. The Company Employer may terminate Executive’s Employment Employee's employment immediately for Cause (as hereinafter defined) in which event the Company shall have no obligation "cause" by written notice to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in ControlEmployee. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, to have been terminated a termination shall be for Cause unless and until there "cause" if the termination results from any of the following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have been delivered failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the Executive a copy interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a resolution duly adopted crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the affirmative vote of not less than two-thirds reasonable, written instructions of the entire membership of the Company’s Board of Directors at of Employer or Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a meeting material rule or regulation of the Board called and held for that purpose (after reasonable notice Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the Executive contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and an opportunity for benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion date of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailtermination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause. For purposes of this Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes means: (i) the willful and continued failure of this Agreement shall mean: (a) the Executive to perform substantially the Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any one of its the Company subsidiaries (other than as a result of total or partial failure resulting from incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the Board of Directors which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board of Directors believes that the Executive has not substantially performed his the Executive’s duties and cured within thirty (30) days; or her duties; or (bii) Conduct the willful engaging by the Executive that materially discredits in illegal conduct, gross misconduct, or a clearly established violation of the Company or any of its subsidiaries or Company’s written policies and procedures, in each case which is materially detrimental and demonstrably injurious to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreementprovision, an act or failure to have been terminated for Cause act, on the part of the Executive, will not be considered “willful” unless and until there shall have been delivered it is done, or omitted to be done, by the Executive a copy in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote Board of not less than two-thirds Directors or based on the advice of counsel for the entire membership Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company’s . In the event this Agreement is terminated for Cause, the Company shall have only the obligation to pay (x) accrued by unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a meeting mutually agreeable time and location to be attended by the members of the Board called and held for that purpose (after reasonable notice to of Directors in person, at which meeting the Executive and will have an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)heard. Failing such determination and opportunity for hearing, finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) any termination of this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate Executive’s Employment this Agreement at any time for Cause (“cause” as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied be determined by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth of the factual basis for Company (the “Board”) and shall mean any of the following: (1) failure of Employee to perform Employee’s duties pursuant to this Agreement in a manner or at a level acceptable to the Board, the Company’s belief that Chief Executive has not substantially performed his Officer, the Company’s President or her dutiesthe Company’s Executive Vice President; or (b2) Conduct personal dishonesty by Executive that materially discredits Employee involving Company business; (3) breach of fiduciary duty by Employee to the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiariesinvolving personal profit; or (c4) The commission of an action a felony by Executive Employee which results in the incurrence Company’s judgment has or may have an adverse affect on the Company’s business or reputation; (5) Employee’s use of any illegal drug, narcotic, or excessive amounts of alcohol (as determined by the Company in its discretion) on Company property or any at a function where Employee is working on behalf of its subsidiaries the Company; (6) Employee’s willful refusal to comply with reasonable requests made of Employee by the Company’s Chief Executive Officer, the Company’s President or Executive Vice President; (7) a breach by Employee of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes provision of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy ; (8) any failure of a resolution duly adopted by the affirmative vote of not less than two-thirds an audit of the entire membership books of the LBI Entities to be completed without any material concerns (as determined in the sole discretion of the Company’s Board of Directors at a meeting Chief Executive Officer or the Company’s President), including, without limitation, failure to receive audited annual financial statements and an opinion related thereto that meet the requirements of the Board called and held for Company’s financing documents from the Company’s independent certified public accountants in a timely manner (unless the failure to receive such an opinion is due solely to circumstances that purpose (after reasonable notice occurred prior to the Executive and an opportunity date of this Agreement); (9) failure to meet reporting obligations to the SEC or any applicable financial institution or creditor on a timely basis; or (10) any other matter which would constitute good cause for the Executive to be heard before termination under applicable law. The finding of “cause” by the Board with his or her personal legal counsel), finding that, in shall be final and conclusive. If the good faith opinion of the BoardCompany terminates this Agreement for cause, the Executive has engaged in Company shall not be obligated to make any further payments to Employee hereunder, except amounts due as salary and bonuses earned at the type time of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailsuch termination.

Termination for Cause. The Company Employer may terminate Executive’s Employment Employee's employment immediately for Cause (as hereinafter defined) in which event the Company shall have no obligation "cause" by written notice to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in ControlEmployee. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreement, to have been terminated a termination shall be for Cause unless and until there "cause" if the termination results from any of the following events: (i) The willful breach of any material provision of this Agreement, which breach Employee shall have been delivered failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the Executive a copy interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a resolution duly adopted crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the affirmative vote of not less than two-thirds reasonable, written instructions of the entire membership of the Company’s Board of Directors at of Employer or the Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a meeting material rule or regulation of the Board called and held for that purpose (after reasonable notice Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the Executive contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and an opportunity for benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion date of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailtermination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause. For purposes of this Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes means: (i) the willful and continued failure of this Agreement shall mean: (a) the Executive to perform substantially the Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any one of its the Company subsidiaries (other than as a result of total or partial failure resulting from incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the Board of Directors which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board of Directors believes that the Executive has not substantially performed his or her the Executive’s duties; or or (bii) Conduct the willful engaging by the Executive that materially discredits in illegal conduct, gross misconduct or a clearly established violation of the Company or any of its subsidiaries or Company’s written policies and procedures, in each case which is materially detrimental and demonstrably injurious to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreementprovision, an act or failure to have been terminated for Cause act, on the part of the Executive, will not be considered “willful” unless and until there shall have been delivered it is done, or omitted to be done, by the Executive a copy in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote Board of not less than two-thirds Directors or based on the advice of counsel for the entire membership Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company’s . In the event this Agreement is terminated for Cause, the Company shall have only the obligation to pay (x) accrued but unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a meeting mutually agreeable time and location to be attended by the members of the Board called and held for that purpose (after reasonable notice to of Directors in person, at which meeting the Executive and will have an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)heard. Failing such determination and opportunity for hearing, finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) any termination of this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement will be deemed to have occurred without Cause.

Termination for Cause. The Company (i) This Agreement and Employee’s employment may terminate Executive’s Employment be terminated by Deerfield at any time for Cause following delivery of a Notice of Termination to Employee. (as hereinafter definedii) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for For purposes of this Agreement “Cause” shall mean: : (aA) Executivethe breach by Employee of any material provision of this Agreement, including, but not limited to, Sections 5, 6 and 7, or the Profits Interest Grant Agreement; (B) Employee’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (C) any failure by Employee to substantially comply with any written rule, regulation, policy or procedure of Deerfield or any Affiliate of Deerfield applicable to Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of Deerfield or any such Affiliate; (D) any failure by Employee to comply with Deerfield’s, or any Affiliate of Deerfield’s, policies with respect to xxxxxxx xxxxxxx applicable to Employee; (E) a willful material misrepresentation at any time by Employee to any member of the Board or any director or superior executive officer of Deerfield or any of its Affiliates; (F) Employee’s willful or continued failure or refusal to substantially perform comply with any of Employee’s material obligations hereunder or a reasonable and lawful instruction of the usual and customary duties Board or the person to whom Employee reports; or (G) commission by Employee of his any act of fraud or her gross negligence in the course of Employee’s employment with the Company hereunder or any other action by Employee, in either case that is determined to be detrimental to Deerfield or any of its subsidiaries Affiliates (which determination, in the case of gross negligence or such other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Controlaction, and such failure has not been remedied shall be made by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth in its reasonable discretion); provided, however, that, except for any willful or grossly negligent acts or omissions, the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results any act or omission described in the incurrence by the Company clause (A) or any (C) that is capable of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive being cured shall not be deemed, for purposes of this Agreement, to have been terminated for constitute Cause hereunder unless and until there Employee, after written notice from Deerfield to Employee specifying the circumstances giving rise to Cause under such clause, shall have been delivered failed to cure such act or omission to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting reasonable satisfaction of the Board called and held for that purpose within ten (10) business days after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailsuch notice.

Termination for Cause. The Company Bank may terminate the Executive’s Employment employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the “Cause” at any time. The Executive shall have no right to receivereceive compensation or other benefits, other than the Accrued Obligations, for any compensation under this Agreement by reason of any such period after a termination for “Cause.” For purposes of Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes shall be deemed to exist if the Executive: (i) has engaged in any willful act or omission that, in the judgment of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth has caused or will likely cause substantial economic damage to the factual basis for the Company’s belief that Executive has not substantially performed his Bank or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental substantial injury to the reputation, character and standing business reputation of the Company Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board or Directors, within the standards of its subsidiaries; or (c) The commission performance which could reasonably be expected of an action by executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive which results in the incurrence by the Company Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of its subsidiaries this Agreement, (B) to adhere to the material terms of any criminal liability employment-related policies or any material civil liability; or procedures as have been or may be established by the Bank, or (dC) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive to execute and comply with the Company material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or any of its subsidiaries; or (ev) Executive’s conviction of, written confession to, has been convicted or enters a plea of guilty or nolo contendere with respect or enters into a pretrial diversion program or similar program relating to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of any bank-regulatory agency. Notwithstanding the foregoing, the Executive Cause shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board of Directors called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselof Directors), finding that, that in the good faith opinion of the Board, Board of Directors the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by his/her not in good faith without reasonable belief that his/her action or omission was in the best interest of the Bank.

Termination for Cause. The Company Unified may terminate the Executive’s 's employment during the Employment Period for Cause (as hereinafter defined) in "Cause," which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: mean termination based upon, and only upon: (ai) Executive’s willful or the continued failure or refusal of the Executive to substantially perform substantially, during the usual Employment Period, the Executive's Positions and customary duties of his or her employment Duties with the Company or any of its subsidiaries Unified (other than as a result of total or partial any such failure resulting from incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the Board or the Chief Executive Officer of Directors Unified which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board or Chief Executive Officer believes that the Executive has not substantially performed his the Executive's Positions and Duties, or her duties; or (bii) Conduct the willful engaging by the Executive during the Employment Period in gross misconduct that materially discredits the Company directly causes material injury to Unified, or any of its subsidiaries or is materially detrimental to the reputation, character and standing (iii) conviction of the Company Executive of a felony (or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of a guilty or nolo contendere plea by the Executive with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, thereto) willfully committed by the Executive shall not be deemed, for in the course of performance of his Positions and Duties with Unified during the Employment Period. For purposes of this Agreementparagraph, no course of conduct, action or omission on the Executive's part shall be considered to have been terminated be grounds for Cause unless such course of conduct, action or omission (x) was done without reasonable belief that the course of conduct, action or omission was in the best interests of Unified, and until there shall have been delivered (y) is inconsistent with standards of conduct consistently applied to other senior executive officers of the Executive a copy of Unified Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the affirmative vote of not less than two-thirds Board, or based upon the instructions of the entire membership Chief Executive Officer or any other senior officer of Unified or any other member of the Company’s Board Unified Group, or based upon the advice of Directors at a meeting counsel for Unified shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Unified. Termination for Cause may be effected by, and only by, written notice to Executive in accordance with the provisions of Section 9.3 hereof stating with particularity each action or condition constituting Cause, sufficient in detail such that the corrective measures necessary to cure such action(s) or condition(s) may be readily inferred from the face of the Board called and held for that purpose (after reasonable notice. During the ninety-day period following receipt of such notice by Executive, Unified shall use its best efforts to the Executive and an opportunity for the cooperate with Executive to be heard before cure the Board with his action(s) or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct condition(s) set forth in clauses Unified's notice. If a cure is commercially reasonable and the Executive fails to take sufficient steps within such ninety-day period to effectuate a cure, then and only then may Unified terminate his employment for Cause. Failure of Unified to set forth in such notice any material fact or circumstance (a)then known or that should be then known by Unified) that contributes to a showing of Cause shall waive any right of Unified to assert such fact or circumstance in enforcing its rights under this Agreement in connection with such notice, (b), (c), (d) but shall not waive Unified's right pursuant to any subsequent notice to terminate the Executive on grounds of any then unknown material fact or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailcircumstance.

Termination for Cause. (a) The Company Association may terminate Executive’s Employment employment at any time, but any termination other than termination for Cause (“Cause,” as hereinafter defined) in which event the Company defined herein, shall have no obligation not prejudice Executive’s right to pay, and the compensation or other benefits under this Agreement. Executive shall have no right to receive, receive compensation or other benefits for any compensation under this Agreement by reason of any such period after termination for “Cause, even if such termination occurs following a Change in Control. .” The term “Cause” for purposes as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of this Agreement shall mean: the following events with respect to the Executive: (ai) Executive’s the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or continued failure or refusal other act that, in the judgment of the Board will likely cause substantial economic damage to substantially perform the usual and customary duties of his or her employment with the Company or any the Association or substantial injury to the business reputation of its subsidiaries the Company or the Association; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or the Association; (iv) the continuing willful failure of the Executive to perform his duties to the Company or the Association (other than as a result of total or partial any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a manner consistent with reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied employment by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive Cause shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below.

Termination for Cause. The (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation employment under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanif: (ai) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction convicted of, written confession to, or enters a plea of guilty or nolo contendere with respect (which plea is not withdrawn prior to its approval by the court) to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company (or any crime involving fraudsubsidiary thereof) and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, theftunder applicable law or rules of court, embezzlementsuch appeal may be perfected or, dishonesty if Executive does perfect such an appeal, his conviction of such as offense is sustained on appeal; or (ii) the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or moral turpitude. Notwithstanding caused the foregoingCompany (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Directors; (B) willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or (C) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive shall not be deemedhereunder; and that, for purposes in the case of any violation or failure referred to in clause (A), (B) or (C) of this Agreementparagraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to have been terminated cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may effect such termination for Cause unless and until there shall have been delivered cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior to the date of termination set forth therein; provided, however, that Executive a copy may avoid such termination if Executive, prior to the date of a resolution duly adopted by termination set forth in such notice, explains to the affirmative vote of not less than two-thirds of the entire membership reasonable satisfaction of the Company’s Board of Directors at why the facts relied upon by the Company in terminating Executive’s employment do not constitute a meeting of the Board called and held for For Cause Event (as defined below) or that purpose Executive has ceased any such claimed violation and/or cured any such failure to perform within such 20 day period. (after reasonable notice c) In making any determination pursuant to Section 13(a) as to the Executive and an opportunity for the Executive to be heard before the Board with his occurrence of any act or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth event described in clauses (aA) to (C) of paragraph (ii) thereof (each, a “For Cause Event”), each of the following shall constitute convincing evidence of such occurrence: (b)i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive’s failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (c)ii) any judgment, award, order, decree or other adjudication or ruling in any such Proceeding finding or based upon the occurrence of a For Cause Event; or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which Executive expressly admits the occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company’s Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive’s employment hereunder, the Company’s Board of Directors shall take the following factors, to the extent applicable and material, into account: (i) whether the Company’s Board of Directors directed or authorized Executive to take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (eii) any award of this Section 3.4 damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and specifying whether such sanction, remedy or relief is sufficient to recompense the particulars thereof in reasonable detailCompany or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) whether any lesser sanction would be appropriate and effective; and (iv) any adverse effect that the loss of Executive’s services would have, or be reasonably likely to have, upon the Company.

Termination for Cause. (1) The Company may terminate the Executive’s 's employment and the Employment Period for Cause (as hereinafter defined) in which event Cause. For the purposes of this Agreement, the Company shall have no obligation "Cause" to payterminate employment hereunder only (A) if termination shall have been the result of an act or acts of misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the wilful and continued failure by the Executive shall have no right substantially to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from incapacity due to mental or physical or mental illness) after a demand in a writing for substantial performance is delivered by the Board, which demand specifically identifies the manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from which the Board of Directors which specifically sets forth believes that the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct , and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by Executive that materially discredits the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (ii) any act or omission without intent of its subsidiaries gaining therefrom directly or is materially detrimental indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the reputationinterest of the Company, character and standing or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Amended Code of Regulations of the Company or any the laws of its subsidiaries; or (c) the State of Ohio, in each case as in effect at the time of such act or omission. The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Company’s Board of Directors at a meeting of the Board of Directors called and held for that the purpose (after reasonable not less than 30 days' written notice to the Executive and an opportunity for the Executive him, together with his counsel, to be heard before the Board with his or her personal legal counselof Directors, such notice of meeting to indicate the specific termination provision of this Agreement relied upon and specify in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated), finding that, that in the good faith opinion of the Board, Board of Directors the Executive has engaged in the type was guilty of conduct set forth above in clauses (a), (b), (c), (dA) or (eB) of the second sentence of this Section 3.4 paragraph and specifying the particulars thereof in reasonable detail. (2) If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive within ten (10) days of such termination, his unpaid Sales Commissions and Base Compensation through the Employment Termination Date at the rate in effect at the time Notice of Termination is given.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) Notwithstanding anything contained in which event this Agreement to the contrary, the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason immediately terminate the employment of any such termination Executive for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall meanif the Chief Executive Officer determines that Executive: (a) willfully or materially breaches this Agreement or any other written agreement with the Company; (b) willfully violates or fails to comply with any reasonable rule or policy governing Executive’s willful performance or continued failure behavior, including, without limitation, the prohibition against the use of illegal drugs and the use of alcohol in a way that is materially harmful to the Company’s finances, general reputation, or refusal other legitimate business interest; (c) willfully violates or fails to substantially perform comply with any reasonable instruction of the usual Chief Executive Officer and/or the Board, provided that such instruction is not in violation of this Agreement or any other written agreement between the Company and customary duties of his Executive and is legal; (d) willfully engages in dishonesty, illegal conduct, or her misconduct that is materially harmful to the Company’s finances, general reputation, or other legitimate business interest, as determined by the Board in its sole discretion; (e) willfully engages in fraud, misappropriation or embezzlement, whether or not related to Executive’s employment with the Company or any of its subsidiaries Company; (other than as a result of total or partial incapacity due to physical or mental illnessf) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, willfully and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her dutieswithout authorization discloses Confidential Information; or (bg) Conduct by Executive that materially discredits is convicted of or pleads guilty to any criminal charge or indictment, the Company or any nature of which the Board determines, in its subsidiaries or is materially sole discretion, may have a detrimental to impact on the reputation, character and standing general reputation of the Company Company, its finances, or any other legitimate business interest. An act or failure to act is considered “willful” if done or not done with an absence of its subsidiaries; or (c) The commission of an action by Executive which results good faith and without a reasonable belief that the act or failure to act was in the incurrence by best interests of the Company or any Company. In the event of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the termination for “Cause,” Executive shall not be deemedentitled to any severance payments or any other payments under this Agreement except as may be required by law, but shall receive his Base Salary earned through the date of termination, any unused vacation or other time off earned through the date of termination, reimbursement for purposes reasonable expenses incurred by Executive in the discharge of his duties before termination so long as he provides evidence thereof, and any additional benefits to which he is entitled under any applicable benefit plan of the Company that are not otherwise provided by this AgreementAgreement (collectively, to have been the “Accrued Obligations”). Executive shall not be terminated for Cause unless and until there shall have Executive has been delivered offered an opportunity to explain the Executive a copy of a resolution duly adopted by circumstances forming the affirmative vote of not less than two-thirds of the entire membership of basis for the Company’s Board determination of Directors at a meeting of the Board called and held for that purpose (after reasonable notice Cause to the Chief Executive and an opportunity for Officer except where the Chief Executive to Officer determines that doing so would be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailfutile.

Termination for Cause. The Executive's employment hereunder may be terminated by the Company may terminate for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive’s Employment . Termination for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement mean termination by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s the willful or and continued failure or refusal by Executive to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial any such failure resulting from his incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the President or Board of Directors Directors, which demand specifically sets forth identifies the factual basis for manner in which the Company’s belief that Executive has is believed not to have substantially performed his or her duties; or , (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries Executive's willful engagement in conduct which is or is likely to become demonstrably and materially detrimental injurious to the reputationCompany, character and standing of the Company monetarily or any of its subsidiaries; or otherwise, or (c) The commission the Executive's breach of an Section 10.12 hereof. For purposes of this Section, no act, or failure to act, on the part of the Executive shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action by Executive which results or omission was in the incurrence by best interests of the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause unless and until there shall have has been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board of Directors called and held for that such purpose (after reasonable notice to the Executive and an opportunity for the Executive Executive, together with his counsel, to be heard before the Board with his or her personal legal counselof Directors), finding that, that in the good faith opinion of the Board, Board of Directors the Executive has engaged in was guilty of conduct of the type of conduct set forth above in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail. Upon termination for Cause hereunder the Executive shall be entitled to receive the Executive's Base Salary through the date of termination.

Termination for Cause. The Company Employer may terminate ExecutiveEmployee’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation employment under this Agreement by reason of any such termination for Cause. As used in this Agreement, even if such termination occurs following a Change in Control. The the term “Cause” shall mean the occurrence of any of (i) Employee’s engagement in (A) willful misconduct resulting in material harm to Mednax or Employer, or (B) gross negligence; (ii) Employee’s conviction of, or pleading nolo contendere to, a felony or any other crime involving fraud, financial misconduct, or misappropriation of Employer’s assets; (iii) Employee’s willful and continual failure, after written notice from Employee’s Supervisor or the Board to (A) perform substantially his employment duties consistent with his position and authority, or (B) follow, consistent with Employee’s position, duties, and authorities, the reasonable lawful mandates of Employee’s Supervisor or the Board; (iv) Employee’s failure or refusal to comply with a reasonable policy, standard or regulation of Employer in any material respect, including but not limited to Employer’s sexual harassment, other unlawful harassment, workplace discrimination or substance abuse policies; or (v) Employee’s breach of Section 8.4 of this Agreement. No act or omission shall be deemed willful or grossly negligent for purposes of this Agreement shall mean: (a) Executive’s willful definition if taken or continued failure or refusal omitted to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) be taken by Employee in a manner consistent with Executive’s performance during good faith belief that such act or omission to act was in the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand best interests of performance from Employer or Mednax or if done at the express direction of the Board of Directors of Mednax. The termination date for a termination of Employee’s employment under this Agreement pursuant to this Section 4.1 shall be the date specified by Employer in a written notice to Employee of finding of Cause, which specifically sets forth the factual basis for the Companymay not be retroactive. Upon termination of Employee’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental employment under this Agreement pursuant to the reputationSection 4.1, character Employee shall be entitled to compensation in accordance with and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession subject to, or plea the provisions of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detail5.1 hereof.

Termination for Cause. The Company may terminate This Agreement and Executive’s Employment for Cause (as hereinafter defined) in which event employment hereunder may be terminated at any time by the Company without any liability owing to Executive or Executive’s beneficiaries under this Agreement, except (i) accrued and unpaid Base Salary through the date of termination, (ii) any unreimbursed business expenses incurred prior to the date of termination and to which Executive is entitled to be reimbursed pursuant to Section 5(f), (iii) compensation and benefits under any plan or agreement covering Executive or Executive’s beneficiaries, which shall have no obligation to paybe governed by the terms of such plan or agreement, and the Executive shall have no right to receive, (iv) any compensation under rights of indemnification set forth in this Agreement by reason or otherwise, under the following conditions, each of any such termination for Cause, even if such termination occurs following a Change in Control. The term which shall constitute “Cause” for purposes of this Agreement shall mean”: (a) a. Executive’s willful or and continued failure or refusal substantially to substantially perform the usual and customary his duties of his or her employment with the Company or any of its subsidiaries subsidiary or affiliate thereof (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with ); b. Executive’s willful malfeasance or willful misconduct in connection with the performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits duties with the Company or any of its subsidiaries or affiliates or willful misrepresentation, willful act or willful omission which, in each case, is materially detrimental injurious to the reputation, character and standing financial condition or business reputation of the Company or any of its subsidiariesaffiliates; c. A material breach by Executive of the provisions of Sections 13-16 of this Agreement, provided that, in all cases, Executive shall be given written notice by the Company of such material breach, which notice describes in reasonable detail the acts and omissions of Executive believed by the Board to form the basis of such material breach and a period of at least ten (10) business days following the delivery of such notice to cure such breach, to the extent such breach is curable; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) d. Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to to, a crime constituting (i) a felony under the laws of the United States or any crime state thereof or (ii) a misdemeanor involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding turpitude the foregoing, the Executive shall not be deemed, for purposes conviction of this Agreement, to have been terminated for Cause unless and until there shall have been delivered which is injurious to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds financial condition or business reputation of the entire membership Company or any of its affiliates. For the purposes hereof, no act, or failure to act, by Executive will be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company’s Board , and under no circumstances will the failure to meet performance targets, after a good faith attempt to do so, in and of Directors at a meeting itself constitute Cause. A termination for Cause under (x) Section 6(d) shall be effective when the Company has given Executive written notice of its intention to terminate Executive for Cause, describing in reasonable detail those acts or omissions that are believed by the Board called to constitute Cause, and held for that purpose (after reasonable y) Section 6(a) or Section 6(b) shall be effective when the Company has given Executive written notice of his failure to the Executive and an opportunity for the Executive to be heard before perform or his willful malfeasance, misconduct, misrepresentation, act or omission, in each case, believed by the Board to constitute Cause, together with his a description thereof in reasonable detail, and Executive has not cured such failure to perform or her personal legal counsel)willful malfeasance, finding thatmisconduct, misrepresentation, act or omission, in the good faith opinion reasonable judgment of the Board, within ten (10) business days following delivery of such notice, to the extent curable; provided that, in all cases, no termination for Cause shall be effective unless the Board has determined, by majority vote, that Executive’s conduct constitutes Cause hereunder and in the case of a breach under Section 6(a), Section 6(b) or Section 6(c) that Executive has engaged in not cured the type breach; provided, further, that Cause shall cease to exist for an event on the ninetieth (90th) day following the later of conduct set forth in clauses (a)its occurrence or the date upon which the Company had knowledge of, (b)or should have reasonably had knowledge of, (c)such event, (d) or (e) of this Section 3.4 and specifying unless the particulars Company has given Executive written notice thereof in reasonable detailprior to such date.

Termination for Cause. (a) The Company Bank may terminate Executive’s Employment employment at any time, but any termination other than termination for Cause (“Cause,” as hereinafter defined) in which event the Company defined herein, shall have no obligation not prejudice Executive’s right to pay, and the compensation or other benefits under this Agreement. Executive shall have no right to receive, receive compensation or other benefits for any compensation under this Agreement by reason of any such period after termination for “Cause, even if such termination occurs following a Change in Control. .” The term “Cause” for purposes as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of this Agreement shall mean: the following events with respect to the Executive: (ai) Executive’s the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or continued failure or refusal other act that, in the judgment of the Board will likely cause substantial economic damage to substantially perform the usual and customary duties of his or her employment with the Company or any the Bank or substantial injury to the business reputation of its subsidiaries the Company or the Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or the Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or the Bank (other than as a result of total or partial any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a manner consistent with reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied employment by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive Cause shall not be deemed, for purposes of this Agreement, deemed to have been terminated for Cause exist unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counselBoard), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the type was guilty of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 described above and specifying the particulars thereof thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable detailperiod of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below.

Termination for Cause. The Company Employer may terminate Executive’s Employment employment for Cause (cause as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: : (ai) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or its Affiliates; (ii) Executive’s commission of an action constituting a felony, an act of dishonesty in connection with the performance of Executive’s duties as an officer of Employer, or an act which disqualifies Executive from serving as an officer of Employer; (iii) Executive’s willful or continued negligent failure or refusal to substantially perform the usual and customary his duties of his or her employment with the Company or hereunder in any of its subsidiaries material respect; (other than as a result of total or partial incapacity due to physical or mental illnessiv) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied (as determined by Executive within 30 days after Executive has received written demand of performance from the Board of Directors which specifically sets forth of Employer (the factual basis “Board”)) to comply with the reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board or the President and Chief Executive Officer, provided that the implementation of such rules, regulations, policies, directions and restrictions would not give the Executive the right to terminate for Constructive Discharge under Section 6(c)(i)(B) unless Executive did not object in writing to such rules, regulations, policies, directions or restrictions within ten (10) days after their implementation; or (v) Executive is removed or suspended from banking pursuant to Section 8(e) of the Company’s belief that Executive has not substantially performed his or her duties; or Federal Deposit Insurance Act, as amended (b) Conduct by Executive that materially discredits the Company “FDIA”), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ prior written notice of its subsidiaries Employer’s intention to terminate Executive’s employment for any Cause specifying the grounds for such termination, a reasonable opportunity to cure any conduct or is materially detrimental act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the reputationBoard Executive’s position regarding any dispute relating to the existence of such cause. Upon a termination of Executive’s employment with Employer for Cause, character Executive shall be entitled to receive from Employer only the Earned Amounts and standing of the Company Employer shall not be obligated to pay Executive any bonus or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries other compensation of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession tokind, or plea of guilty or nolo contendere with respect have any further obligations to a felony or any crime involving fraudExecutive; provided, thefthowever, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed, for forfeit any rights Executive may have under any welfare or retirement benefit plans of Employer. For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds as of the entire membership date of the Companytermination if, after Executive’s Board of Directors at a meeting of the Board called employment is terminated, facts and held for circumstances are discovered that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding thatwould have justified, in the good faith opinion of the Board’s opinion, the Executive has engaged a termination for Cause. If Executive’s termination is determined to be for Cause as provided in the type immediately preceding sentence, Executive shall, upon notice from Employer, immediately repay all amounts paid to Executive pursuant to his termination of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailemployment.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause. For purposes of this Agreement, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any one of its subsidiaries the Company Entities (other than as a result of total or partial failure resulting from incapacity due to physical or mental illness) in ), after a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written demand of for substantial performance from is delivered to the Executive by the Board of Directors which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board of Directors believes that the Executive has not substantially performed his or her the Executive’s duties; or or (b) Conduct the willful engaging by the Executive that materially discredits in illegal conduct, gross misconduct or a clearly established violation of the Company or any of its subsidiaries or Company’s written policies and procedures, in each case which is materially detrimental and demonstrably injurious to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeCompany. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreementprovision, an act or failure to have been terminated for Cause act, on the part of the Executive, will not be considered “willful” unless and until there shall have been delivered it is done, or omitted to be done, by the Executive a copy in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote Board of not less than two-thirds Directors or based on the advice of counsel for the entire membership Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company’s . In the event this Agreement is terminated for Cause, subject to paragraph 6.6 of this Agreement, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a meeting mutually agreeable time and location to be attended by the members of the Board called and held for that purpose of Directors in person within the following thirty (after reasonable notice to 30) days, at which meeting the Executive and will have an opportunity for the Executive to be heard before the Board with his or her personal legal counsel)heard. Failing such determination and opportunity for hearing, finding that, in the good faith opinion of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) any termination of this Section 3.4 and specifying the particulars thereof in reasonable detailAgreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate (1) In the event that the Boards of Directors of State Auto Mutual, State Auto Financial and State Auto P&C (collectively, the “Boards”) jointly determine that this Agreement and Executive’s Employment employment should be terminated for Cause Cause, as defined in (as hereinafter defined2) in which event the Company shall have no obligation to paybelow, and the Executive shall have no right be entitled to receive, receive payment of any compensation under Base Salary accrued through the date of separation from service. If the Boards decide to terminate this Agreement by reason as provided in this Section, State Auto will give Executive 30 days’ advance written notice of any such its intention to terminate this Agreement. In the event of a termination for Cause, even if Executive’s service shall terminate upon the expiration of the notice period; provided, however, Executive may be relieved of his duties at the discretion of the Boards on the date the above described notice is delivered to Executive. It is further understood and agreed that should Executive dispute the fact that Cause, as defined herein, exists for such termination occurs following termination, Executive has the right to pursue a Change claim in Control. The term “Arbitration under Article X of the Executive Agreement for such benefits that would otherwise have been due to him under Section (E) of this Article V had he not been terminated for Cause” for . (2) For purposes of this Agreement Section D of Article V, it is understood and agreed that Cause shall mean: mean the following: (a) the willful and continued failure of Executive to perform Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries State Auto (other than as a result of total or partial any such failure resulting from incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in ControlDisability), and such failure has not been remedied by Executive within 30 days after Executive has received a written demand of for performance from is delivered to the Board of Directors Executive by the Boards which specifically sets forth identifies the factual basis for manner in which the Company’s belief Boards believe that Executive has not substantially performed his or her Executive’s duties; or : (b) Conduct the willful engaging by Executive that materially discredits in illegal conduct or gross misconduct which has a material adverse effect on State Auto, as determined by the Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiariesBoards; or (c) The commission the breach of an action by Executive which results in the incurrence any provision of Article VII hereof as determined by the Company Boards; or any of its subsidiaries of any criminal liability or any material civil liability; or (d) the willful failure to comply with any State Auto code of conduct or code of ethics applicable to Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into as determined by Executive with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitudeBoards. Notwithstanding the foregoing, the Executive shall not be deemed, for For purposes of this Agreementprovision, no act or failure to have been terminated for Cause act, on the part of Executive, shall be considered “willful” unless and until there shall have been delivered it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the Executive a copy best interests of State Auto. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the affirmative vote Boards or upon the advice of not less than two-thirds of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held counsel for that purpose (after reasonable notice to the Executive and an opportunity for the Executive State Auto, shall be conclusively presumed to be heard before the Board with his done, or her personal legal counsel)omitted to be done, finding that, by Executive in good faith and in the good faith opinion best interests of the Board, the Executive has engaged in the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Section 3.4 and specifying the particulars thereof in reasonable detailState Auto.