Common use of Termination for Cause Clause in Contracts

Termination for Cause. “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” shall mean termination because means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging duties with the reputation Company or one of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company Entities (other than traffic violations a failure resulting from incapacity due to physical or similar offensesmental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or final cease a clearly established violation of the Company’s written policies and desist orderprocedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or material breach omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of any provision of this Agreementthe Company. Notwithstanding the foregoingAny act, Executive shall not be deemed or failure to have been Terminated for Cause unless and until there shall have been delivered act, based on authority given pursuant to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote Board of Directors or based on the advice of counsel for the 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. In the event this Agreement is terminated for Cause, the Company will not less than 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 mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at a which meeting of the Board called and held for that purpose (after reasonable notice to Executive and will have an opportunity for Executive, together with counsel, to be heard before the Board)heard. Failing such determination and opportunity for hearing, finding that in the good faith opinion any termination of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not this Agreement will be deemed to have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for occurred without Cause.

Termination for Cause. Employer may terminate Employee’s employment at any time “Termination for Causecause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall mean termination because be defined as conviction of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging a felony resulting in a material adverse economic effect on Employer; provided that the reputation determination of the Bank or the Holding Company, such material adverse economic effect shall in any breach of fiduciary duty involving personal profit, intentional failure case be made pursuant to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative a vote of not no less than a majority two-thirds (2/3’s) of the members entire Board of Directors of the Board Bank at a meeting of the Board duly held and called for such purpose; and held for provided further, that purpose (after Employee shall be given reasonable notice to Executive of such meeting and an opportunity for Executiveshall have the opportunity, together with counsel, to be heard before the Board), finding that in the good faith opinion Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the Boardnotice by Employee, Executive was guilty of conduct justifying Termination and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for Cause which expense reports have been provided to Employer in accordance with Employer’s policies and specifying this Agreement or which are provided to Employer prior to the particulars thereof Separation Date in detail. Executive accordance with Employer’s policies and this Agreement and shall not have the right be entitled to receive no further compensation or other benefits for severance payment of any period after nature, provided however, the Date Employee will also be entitled to payment of Termination for Causeall vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. During Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the period beginning on terms of such plan relating to the date timing of the Notice distributions. If a “change of Termination for Cause control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank7.02, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date provisions of Termination for Cause, such stock options and related limited rights and such unvested awards Section 7.04 shall become null and void and shall not be exercisable by or delivered continue to Executive at any time apply notwithstanding Employee’s subsequent to such Date of Termination for Causetermination.

Termination for Cause. “Termination for Cause” shall mean (a) NRE may terminate this Agreement, effective upon 60 days’ prior written notice of termination because from the Board of Executive’s personal dishonestyDirectors to Asset Manager if (i) Asset Manager engages in any act of fraud, incompetence, willful misconduct, conduct damaging the reputation misappropriation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulefunds, or regulation embezzlement against NRE or any of its subsidiaries; (other than traffic violations or similar offensesii) or final cease and desist orderAsset Manager breaches, or material breach of in bad faith, any provision of this AgreementAgreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRE and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRE to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRE to qualify as a REIT. Notwithstanding the foregoing, Executive if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not be deemed to have been Terminated constitute grounds for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted termination by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseNRE.

Termination for Cause. “Termination SCS may immediately terminate this Agreement for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation cause if it determines that any of the Bank following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a general assignment for the Holding Company, any breach benefit of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation its creditors; (b) All or a part of the Services have been abandoned; (c) Contractor has violated of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision the provisions of this Agreement. Notwithstanding Any such occurrence may constitute a breach permitting SCS to declare this Agreement in default and to exercise any and all applicable rights and remedies, including but not limited to, termination of the foregoingAgreement, Executive suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the 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 include, but not be deemed to have been Terminated for Cause unless limited to, any judgments, awards, settlements, reasonable attorney fees, and until there shall have been delivered to Executive a Notice costs and expenses incurred by SCS in connection with the defense of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of any actual or threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executiveinfringe or violate any United State or Canadian patent, together with counseltrademark, to be heard before the Board)copyright, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation trade secret or other benefits 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 period after actual or alleged claim of infringement. This indemnification shall survive the Date expiration or termination of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethis Agreement.

Termination for Cause. “Termination The Corporation may at any time upon written notice to Executive terminate Executive’s employment for Cause” . For purposes of this Agreement, the following shall mean termination because constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s personal dishonestyduties hereunder; (iii) theft, incompetenceembezzlement, willful misconductfraud, conduct damaging the reputation misappropriation of the Bank funds, other acts of dishonesty or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, law relating to Executive’s employment; (iv) the conviction of Executive of a felony; or regulation (other than traffic violations or similar offensesv) or final cease and desist order, or material the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. Notwithstanding For purposes of this Agreement, an action shall be considered “willful” if it is done intentionally, purposely or knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to receive his base salary to and including the foregoingdate of termination. Should Executive in good faith dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision of the Arbitrator shall be conclusive in the absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the party against whom any award or decision is rendered. Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right entitled to receive any compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause periods subsequent to his dismissal pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethis Paragraph 14.

Termination for Cause. “Termination Executive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause” . As used herein, “Cause shall mean termination because of Executive’s: (1) material act of dishonesty in performing Executive’s personal dishonesty, incompetence, duties on behalf of 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, conduct damaging 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 Bank or Company and the Holding CompanyBank; (3) incompetence, any (4) breach of fiduciary duty involving personal profit, ; (5) intentional failure to perform stated duties, duties after written notice thereof from the Board; or (6) willful violation of any law, rule, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease and cease-and-desist order, or material breach of any provision of this Agreement. 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 to have been Terminated for Cause unless and until there shall have been delivered to Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executivehim, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. The Executive’s employment hereunder may be terminated for cause as hereinafter defined. “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging death; (ii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in connection with the Holding Companyperformance of his duties as an officer of the Employer, any breach or which disqualifies the Executive from serving as an officer or director of fiduciary duty involving personal profit, intentional the Employer; or (iv) the willful or negligent failure of the Executive to perform stated dutieshis duties hereunder in any material respect. Executive’s employment under this Agreement may be terminated immediately for any cause except under (iv) above. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment under (iv) above, willful violation specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of any lawsuch cause. Upon Executive’s termination for Cause, rule, or regulation (the Employer shall have no obligations to Executive other than traffic violations or similar offensespayment, within thirty (30) or final cease days, of (A) such Base Salary and desist ordervacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, or material breach (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (C) all accrued and unused sick days, and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies and practices concerning reimbursement of any provision of this Agreementexpenses. Notwithstanding the foregoingIn addition, Executive shall not be deemed also have such rights to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by payments, if any, as are provided under the affirmative vote of not less than a majority terms of the members of Deferred Compensation Plan, the Board at a meeting of Amended and Restated Life Insurance Agreement entered into by and between the Board called Employer and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, as amended from time to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights time and such unvested awards shall become null and void and shall not be exercisable by or delivered to retirement plans under which Executive participated at any the time subsequent to such Date of Termination for Causehis termination.

Termination for Cause. “Termination The Company may terminate the Executive's employment hereunder for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision . For purposes of this Agreement. Notwithstanding , the foregoing, 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 deemed considered to have been Terminated terminated for Cause "Cause" unless and until there shall have been delivered to the Executive a Notice of Termination which shall include receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by the an affirmative vote of not less than a majority of the members of Board, excluding the Board Executive and any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at a meeting of the Board called and held for that purpose (such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the Executive is given an opportunity for Executiveopportunity, together with counsel, to be heard before the Board), finding that in . The Executive shall have the good faith opinion opportunity to cure any such acts or omissions (other than items (i) or (ii) above) within 15 days of the Board, Executive was guilty Executive's receipt of conduct justifying Termination for Cause and specifying the particulars thereof in detailsuch resolution. Executive The foregoing shall not have limit the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice Company to suspend the Executive from his day-to-day responsibilities with the Company pending the completion of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options such notice and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causecure procedures.

Termination for Cause. “Termination for Cause” shall mean termination because The Company may at any time by written notice to the Executive terminate the Term of the Executive’s personal dishonestyemployment hereunder for Cause and the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of such notice except for the payment or provision, incompetenceas applicable, willful misconduct, conduct damaging of (i) the reputation portion of the Bank Base Salary for periods prior to the 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 (iii) other payments, entitlements or benefits (if any), in accordance with terms of the Holding Companyapplicable plans, programs, arrangements or other agreements of the Company or any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation affiliate thereof (other than traffic violations any severance plan or similar offensespolicy) as to which the Executive held rights to such payments, entitlements or final cease and desist orderbenefits, whether as a participant, beneficiary or material breach of any provision of this Agreement. Notwithstanding the foregoingotherwise, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of termination (“Other Benefits”). For purposes hereof, the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for term “Cause, stock options and related limited rights granted to Executive under any stock option plan ” shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan mean; (a) conviction of the BankExecutive for any crime constituting a felony in the jurisdiction in which committed, or for any other criminal act against the Holding Company or its subsidiaries involving dishonesty or 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 Executive’s employment or to follow the lawful and proper directives of the Company’s Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal continues uncured for a period of 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 provisions of Sections 5.1, 5.2, 5.3, 5.4, or 5.5; or (d) any willful or intentional act of the Executive 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 subsidiary property of the Company or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causesubsidiaries.

Termination for Cause. “Termination for For "Cause” shall mean termination because of " upon the determination by the Company that "Cause" exists to terminate Executive’s personal dishonesty, incompetence's employment. "Cause" means (i) Executive's gross negligence, willful misconduct, conduct damaging or willful neglect in the reputation performance of the Bank or material duties and services of Executive hereunder, uncorrected for thirty (30) days following the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered 's written notice to Executive a Notice of Termination which shall include a copy need to cure such performance; (ii) Executive's final conviction of a resolution duly adopted 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 affirmative vote business judgment of not less than a majority of the members Company's board of directors, exposes the Board at Company to ridicule, shame or business or financial risk; or (iv) a meeting material breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the Board called and held for that purpose (after reasonable 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 an opportunity for Executiveall future compensation and benefits, together with counsel, other than benefits to be heard before which Executive is entitled under the Board), finding that in the good faith opinion terms of the BoardCompany's compensation and/or benefit plans, Executive was guilty shall cease. In the case of conduct justifying Termination a termination for Cause and specifying under subpart (i) above, (a) all stock options previously granted by the particulars thereof in detail. Company to Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning that are vested on the date of the Notice of Termination termination for Cause pursuant shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to Section 6 hereof through be exercisable for a period of 90 days following the Date date of Termination termination for Cause, (b) all stock options and related limited rights previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under any subparts (ii), (iii) or (iv) above, (y) all stock option plan shall not be exercisable nor shall any unvested awards options previously granted by the Company to Executive under any (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock benefit plan units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall extent not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethen vested.

Termination for Cause. The Executive’s employment hereunder may be terminated for Cause (as hereinafter defined). “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging death; (ii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer; (iii) the Executive being found guilty of a felony or an act of dishonesty in connection with the Holding Companyperformance of his duties as an officer of the Employer, any breach or which disqualifies the Executive from serving as an officer or director of fiduciary duty involving personal profit, intentional the Employer; or (iv) the willful or negligent failure of the Executive to perform stated dutieshis duties hereunder in any material respect. The Executive’s employment under this Agreement may be terminated immediately for any Cause except under (iv) above. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment under (iv) above, willful violation specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of any lawsuch Cause. Upon the Executive’s termination for Cause, rule, or regulation (the Employer shall have no obligations to the Executive other than traffic violations or similar offensespayment, within thirty (30) or final cease days, of: (A) such Base Salary and desist order, or material breach of any provision of this Agreement. Notwithstanding vacation pay (for unused vacation days in accordance with the foregoing, Executive shall not be deemed Employer’s policies and practices with respect to have been Terminated for Cause unless and until there vacation pay) as shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by accrued and remains unpaid through the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the effective date of the Notice of Termination termination; (B) Bonuses previously determined by the Compensation Committee for Cause any prior fiscal year(s) that remain unpaid; (C) all accrued and unused sick days; and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to Section 6 hereof through the Date Employer’s policies and practices concerning reimbursement of Termination for Causeexpenses. In addition, stock options and related limited the Executive shall also have such rights granted to Executive payments, if any, as are provided under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan the terms of the BankDeferred Compensation Plan, the Holding Company, or any subsidiary or affiliate thereof, vest. At Amended and Restated Life Insurance Agreement entered into by and between the Date of Termination for Cause, such stock options Employer and related limited rights the Executive and as amended from time to time and such unvested awards shall become null and void and shall not be exercisable by or delivered to retirement plans under which the Executive participated at any the time subsequent to such Date of Termination for Causethe termination of his employment.

Termination for Cause. “Termination The Board may terminate the Executive's --------------------- employment by the Companies under this agreement for Cause” cause; however, for purposes of this agreement "cause" shall mean termination because only (i) the Executive's confession or conviction of Executive’s personal theft, fraud, embezzlement, or other crime involving dishonesty, incompetence, willful misconduct, conduct damaging (ii) the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Executive's excessive absenteeism (other than traffic violations or similar offenses) or final cease and desist orderby 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 provision of this Agreement. Notwithstanding his fiduciary duties to the foregoingCompanies and, Executive shall not be deemed if such breach is curable, the Executive's failure to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy cure such breach within ten (10) 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 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 affirmative 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 less later than nine (9) months after a majority of the members of the Board at a meeting (other than the Executive) have actual knowledge of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion occurrence of the Boardevent or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, Executive was guilty of conduct justifying Termination for Cause and specifying then the particulars thereof in detail. Executive shall not have the right be entitled to receive the following compensation or other and benefits for any period after from the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Companies:

Termination for Cause. “Termination The Company has the right and may elect to terminate this Agreement for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, Cause at any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision time. For purposes of this Agreement, "Cause" means the occurrence or existence of any of the following: (i) a material breach by the Executive of the terms of his employment or of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company) which has not been 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 written notice of such breach; (ii) the repeated material breach by the Executive of 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 Executive 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 a material nature to any property of the Company or any of its affiliates caused by the Executive's willful or grossly negligent conduct; (vi) 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 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 that in a good faith written determination of the 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 operating subsidiaries. Notwithstanding Termination of the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there pursuant to this Section 6(a) shall have been delivered to Executive be communicated by a Notice of Termination which Termination. For purposes of this Agreement a "Notice of Termination" shall include mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the members of the Board 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, together with the Executive's counsel, to be heard before the Board)Board prior to such vote, finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause set forth in the first sentence of this Section 6(a) and specifying the particulars thereof in detail. Executive For purposes of Section 6(a), this Agreement shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning terminate on the date of specified by the Board in the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseTermination.

Termination for Cause. “Termination The Corporation may at any time upon written notice to Executive terminate Executive’s employment for Cause” . For purposes of this Agreement, the following shall mean termination because constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in the performance of such duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect such cure within 20 days after written notice of such failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s personal dishonestyduties hereunder; (iii) theft, incompetenceembezzlement, willful misconductfraud, conduct damaging the reputation misappropriation of the Bank funds, other acts of dishonesty or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, law relating to Executive’s employment; (iv) the conviction of Executive of a felony; or regulation (other than traffic violations or similar offensesv) or final cease and desist order, or material the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. Notwithstanding For purposes of this Agreement, an action shall be considered “willful” if it is done intentionally, purposely or knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such event, Executive shall be entitled to receive his base salary to and including the foregoingdate of termination. Should Executive in good faith dispute his termination for cause, he shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be conducted in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision of the Arbitrator shall be conclusive in the absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the party against whom any award or decision is rendered. Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right entitled to receive any compensation for periods subsequent to his dismissal pursuant to this Paragraph 14. Any stock options or other benefits for any period after the Date shall immediately cease and be cancelled at termination. Any vested portion of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any a stock option plan shall not or other benefit may be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan exercised for a period of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause30 days after termination.

Termination for Cause. “Termination The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” shall mean termination because of means the willful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s personal dishonestyduties on behalf of RBA Pubco or an affiliate, incompetenceor to follow, willful misconductin any material respect, conduct damaging the reputation lawful policies, procedures, instructions or directions of the Bank Employer or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation applicable affiliate (other than traffic violations any such failure resulting from the Executive’s disability or similar offenses) incapacity due to physical or final cease and desist ordermental illness), or material the Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any provision similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Agreement. Notwithstanding definition, no act, or failure to act, on the foregoing, part of an Executive shall not be deemed considered “willful” unless done, or omitted to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be done, by the affirmative vote of Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not less than a majority opposed to, the best interests of the members Employer and its affiliates. In the event of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) or stock options granted pursuant to the Employer’s Performance Share Unit Plan (the “PSU Plan”) and related limited rights granted to Executive under any stock option plan shall not (the “Option Plan”), respectively, and pursuant to any and all PSU and stock option grant agreements, will be exercisable nor shall any unvested awards granted governed pursuant to Executive under any stock benefit plan the terms of the BankPSU Plan, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination Option Plan and respective grant agreements for Cause, such PSUs and stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeoptions.

Termination for Cause. “Termination Immediately following notice of termination for "Cause” shall mean " (as defined below), specifying such Cause, given by the Company (termination because pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, 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 substance abuse that in any manner interferes with the performance of his duties; (iii) Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Executive's supervisor(s) that are within the scope of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation 's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the Bank Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Holding Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any breach other provision in this Agreement, if Executive is terminated pursuant to subsection (iii) of fiduciary duty involving personal profitthis Section 6.3 for poor job performance, intentional failure excluding refusal to perform stated his duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed have sixty (60) days to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination cure the behavior upon which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethreatened termination is based.

Termination for Cause. “Executive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause” . For purposes of this Agreement, Termination for Cause shall mean 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 because of Executive’s employment as a result of Executive’s personal dishonesty, incompetencewillful or reckless misconduct, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any reckless breach of fiduciary duty involving personal profit, duties; intentional failure to perform stated duties, ; willful or reckless violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Company; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written instructions of the CEO or the board of directors of the Company; or Executive’s material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive The termination of Executive’s employment shall not be deemed to have been Terminated be a Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted in good faith by the affirmative vote of not less than a majority two-thirds of the members membership of the Board Company’s board of 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 Executive and Executive is given an opportunity for Executive, together with counsel, to be heard before the Boardsuch board), finding that that, in the good faith opinion of the Boardsuch board of directors, Executive was is guilty of the conduct justifying described as Termination for Cause and specifying in reasonable detail the particulars thereof grounds for its decision, and further that the specified conduct remains uncured or, in detailthe case of a suspension, removal or formal administrative action, was not capable of cure. Executive shall not have The CEO, in his discretion, with the right to receive compensation approval of the Company’s board of directors, may suspend Executive, with pay, for all or other benefits for any period after the Date portion of Termination for Cause. During the period beginning on of time from the date delivery of the Notice of Termination for Cause pursuant to Section 6 hereof through notice described in this Agreement paragraph 7(a) until the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan effective time of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. Upon the termination of Executive’s employment by the Company for Cause (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). As used herein, “Termination for Cause” shall mean termination because mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging employment shall be immediately reinstated if the reputation indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Bank or the Holding Company, any breach of fiduciary duty involving personal profitprovided that the Reporting Officer determines, intentional failure to perform stated dutiesin his/her good faith discretion, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or that such material breach of any provision of this Agreement. Notwithstanding undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the foregoing, Executive shall Reporting Officer (it being understood that the determination as to whether such material breach occurred is not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion discretion of the BoardReporting Officer); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive was guilty shall have failed to remedy such material breach within ten (10) days of conduct justifying Termination Executive having received a written demand for Cause and specifying cure by the particulars thereof Reporting Officer, which demand specifically identifies the manner in detail. which the Company believes that Executive shall not have the right to receive compensation or other benefits for has materially breached any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to covenants made by Executive in Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan 2 hereof; (iv) Executive’s continued willful or gross neglect of the Bankmaterial duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure, (v) a knowing and material violation by Executive of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, and (vi) any act or omission which occurred prior to the Holding Company, or any subsidiary or affiliate thereof, vest. At Effective Date and which would have constituted “Cause” under the Date of Termination for Cause, such stock options previous employment agreement between Executive and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethe Company (the “Previous Employment Agreement”).

Termination for Cause. “Termination for Cause”, as hereinafter defined, may be effected by the Company at any time during the term of this Agreement by written notification to Executive, specifying in detail the basis for the Termination for Cause. Upon Termination for Cause, Executive shall immediately be paid all accrued salary, bonus compensation to the extent earned for the calendar year immediately preceding termination, vested deferred compensation, if any, (other than pension plan or profit sharing plan benefits which will be paid in accordance with the terms of the applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. “Termination for Cause” shall mean termination because by the Company of Executive’s personal dishonestyemployment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, incompetence, (b) the willful misconduct, conduct damaging failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness); (c) a willful breach by Executive of any material provision of this Agreement or of any other written agreement with the reputation Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the Company by the Executive which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or attempted misappropriation) of any of the Bank Company’s funds or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful property; or (h) Executive’s material violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed Company policy applicable to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination The Corporation may at any time upon written notice to Executive terminate Executive's employment for Cause” . For purposes of this Agreement, the following shall mean termination because of constitute Cause: (a) the Executive’s personal dishonesty, incompetence, 's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional and continued failure to perform stated duties, willful violation of any law, rule, or regulation substantially his duties with the Corporation (other than traffic violations a failure resulting from the Executive's incapacity due to bodily injury or similar offensesphysical or mental illness) after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the 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 (c) the Executive's conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or a gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement 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, or omitted 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 final cease and desist orderbased upon the advice of counsel for the Corporation will be conclusively presumed to be done, or material breach omitted to be done, by the Executive in good faith and in the best interests of any provision the Corporation. Executive's attention to matters not directly related to the business of this Agreementthe 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 to have been Terminated terminated for Cause unless and until there shall have has been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority two-thirds of the members entire membership of the Board (excluding such Executive) at a meeting of the Board called and held for that such purpose (after reasonable notice to such Executive and an opportunity for such Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the BoardBoard such Executive engaged in the conduct set forth in paragraphs (a), Executive was guilty of conduct justifying Termination for Cause (b) or (c) above and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause."

Termination for Cause. First Busey may terminate this Agreement and Executive’s employment hereunder for Cause by delivering written notice of termination to Executive no less than thirty (30) days before the effective date of termination. First Busey may provide for an earlier date of termination provided First Busey pays to Executive the Base Salary which would have been earned during such notice period. “Termination for Cause” shall mean for termination because will exist if: (i) Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any repeated violations of a policy of First Busey after being warned in writing by the Board and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and adversely affects the business or affairs of First Busey, or a direction or order of the Board and/or one of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any senior officers; (ii) Executive engages in a breach of fiduciary duty or act of dishonesty involving personal profit, intentional failure the affairs of First Busey; (iii) Executive is removed or suspended from banking pursuant to perform stated duties, willful violation Section 8(e) of the Federal Deposit Insurance Act or any other applicable State or Federal law, rule, or regulation ; (other than traffic violations or similar offensesiv) or final cease and desist order, or Executive commits a material breach of any provision of Executive’s obligations under this Agreement; or (v) Executive fails to perform Executive’s duties to First Busey with the degree of skill, care or competence expected by the Board and/or Executive’s senior officers. Notwithstanding the foregoingIf Executive’s employment is terminated pursuant to this Section 4(b), then First Busey shall only be required to pay Executive shall not be deemed to have been Terminated for Cause unless such Base Salary and until there unused vacation as shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by accrued through the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the effective date of the Notice of Termination for Cause pursuant such termination and First Busey shall have no further obligations to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. “Termination The Company may terminate the Executive’s employment immediately for Cause for any of the following reasons: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive’s conviction of a felony or any crime involving 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. In the event of such termination of the Executive’s employment for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right entitled to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on only (i) his base salary earned through the date of such termination of employment plus his base salary for the Notice period of Termination any vacation time earned but not taken for Cause pursuant the year of termination of employment, such base salary to Section 6 hereof through be paid at the Date normal time for payment of Termination for Causesuch base salary, stock options (ii) any other compensation and related limited rights granted benefits to the extent actually earned by the Executive under any stock option other benefit plan shall 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 exercisable nor shall any unvested awards granted entitled to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causea bonus payment.

Termination for Cause. For purposes of this Agreement, “Termination for Cause” shall mean include termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation which negatively impacts the Bank (other than traffic violations or similar offenses) or final cease and cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Paragraph, the term “willful” is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the employer by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths (3/4) of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board)purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detailreasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, Any stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall or any unvested awards granted to Executive under any other stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards 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 or delivered to Executive at any time subsequent to such Date of Termination for Cause. If he is terminated for Cause, Executive shall not compete with the Bank in any 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. The Board may terminate the Executive’s employment by the Companies under this agreement for cause; however, for purposes of this agreement “Termination for Causecause” shall mean termination because of only (i) the Executive’s personal confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, incompetence, willful misconduct, conduct damaging (ii) the reputation Executive’s certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the Bank respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written direction of the Board or the Holding Companywritten advice of counsel, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (iv) the Executive’s excessive absenteeism (other than traffic violations by reason of physical injury, disease, or similar offensesmental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) 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, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive’s 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, (viii) 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 the Executive’s 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, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or final cease and desist orderany of the respective subsidiaries of the Companies and, if such breach is curable, the Executive’s failure to cure such breach within twenty (20) days after the Executive’s 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 material breach (x) willful misconduct or fraud on the part of any provision the Executive in the performance of the Executive’s duties under this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted agreement as determined in good faith by the affirmative Board. 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 less later than six (6) months after a majority of the members of the Board at a meeting (other than the Executive) have actual knowledge of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion occurrence of the Boardevent or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause, Executive was guilty of conduct justifying Termination for Cause and specifying then the particulars thereof in detail. Executive shall not have the right be entitled to receive the following compensation or other and benefits for any period after from the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Companies:

Termination for Cause. The Board may terminate the Executive’s employment by the Companies under this agreement for cause; however, for purposes of this agreement “Termination for Causecause” shall mean termination because of only (i) the Executive’s personal confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, incompetence, willful misconduct, conduct damaging (ii) the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Executive’s excessive absenteeism (other than traffic violations or similar offenses) or final cease and desist orderby 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 provision of this Agreement. Notwithstanding his fiduciary duties to the foregoingCompanies and, Executive shall not be deemed if such breach is curable, the Executive’s failure to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy cure such breach within ten (10) 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 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 affirmative 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 less later than nine (9) months after a majority of the members of the Board at a meeting (other than the Executive) have actual knowledge of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion occurrence of the Boardevent or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause, Executive was guilty of conduct justifying Termination for Cause and specifying then the particulars thereof in detail. Executive shall not have the right be entitled to receive the following compensation or other and benefits for any period after from the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Companies:

Termination for Cause. “Termination Notwithstanding anything contained to the contrary in this Agreement, this Agreement may be terminated by the Company for Cause” . As used in this Agreement, "Cause" shall only mean termination because (i) an act or acts of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging dishonesty taken by the reputation Executive and intended to result in substantial personal enrichment of the Bank or Executive at the Holding expense of the Company, any breach (ii) subject to the following sentences, repeated violation by the Executive of fiduciary duty involving personal profit, intentional failure to perform stated duties, the Executive's material obligations under this Agreement which are demonstrably willful violation and deliberate on the Executive's part and which are not remedied in a reasonable period of any law, ruletime after receipt of written notice from the Company, or regulation (other than traffic violations or similar offensesiii) or final cease and desist order, or material breach the conviction of the Executive for any provision of this Agreementcriminal act which is a felony. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted Upon any determination by the affirmative vote Company's Board of not less than a majority Directors that Cause exists under clause (ii) of the members of preceding sentence, the Board at Company shall cause a special meeting of the Board to be called and held for that purpose (after reasonable notice at a time mutually convenient to Executive the Board and an opportunity for Executive, together with counsel, to be heard before the Board), finding that but in the good faith opinion no event later than ten (10) business days after Executive's receipt of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detailnotice contemplated by clause (ii). Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date appear before such special meeting of the Notice Board with legal counsel of Termination his choosing to refute any determination of Cause specified in such notice, and any termination of Executive's employment by reason of such Cause determination shall not be effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan clause (i) or (iii) of the Bankfirst sentence of this Section 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Section 4.1, the Holding CompanyExecutive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination and reimbursement of all relocation costs of the Executive and his family, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeas applicable).

Termination for Cause. “Termination Holdings may terminate the Executive's employment by the Companies under this agreement for Cause” cause; however, for purposes of this agreement "cause" shall mean termination because only (i) the Executive's confession or conviction of Executive’s personal dishonestytheft, incompetencefraud, willful misconductembezzlement, conduct damaging or any other crime involving dishonesty with respect to the reputation Companies or any parent, subsidiary, or affiliate of the Bank or Companies, (ii) the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Executive's excessive absenteeism (other than traffic violations or similar offenses) or final cease and desist orderby reason of physical injury, disease, or mental illness) without reasonable cause, (iii) material breach violation by the Executive of any provision the provisions of Paragraph 13, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this Agreement. Notwithstanding the foregoing, Executive shall not be deemed agreement and failure to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy cure such negligence within thirty (30) days after his receipt of a resolution duly adopted written notice from the Board setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the affirmative Executive with his obligations under Paragraph 10 and failure to correct such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance, or (vi) material failure by the Executive to comply with a lawful directive of the Board and failure to cure such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance. In no event shall the results of the Companies' operations 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 less later than twelve (12) months after a majority of the members of the Board at a meeting (other than the Executive) have actual knowledge of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion occurrence of the Boardevent or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by Holdings for cause, Executive was guilty of conduct justifying Termination for Cause and specifying then the particulars thereof in detail. Executive shall not have the right be entitled to receive the following compensation or other and benefits for any period after from the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Companies:

Termination for Cause. “Executive shall have no right to compensation or other benefits for any period after a Termination for Cause” . Termination for Cause shall mean be determined by the Boards of Directors of Employers in the reasonable exercise of their discretion and acting in good faith, and shall include termination because of Executive’s 's personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty duties involving personal profit, ; intentional failure to perform stated duties, ; willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) ), or a final cease and cease-and-desist order, ; the regulatory suspension or removal of Executive as defined in paragraphs 8(a) and (b) hereof; the failure of Executive to follow reasonable written instructions of the Boards of Directors of Employers; or a material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, The termination of employment of Executive shall not be deemed to have been Terminated be a Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority two-thirds of the members entire membership of the Board Boards of Directors of Employers at a meeting of the Board Boards called and held for that such purpose (after reasonable at least thirty (30) days' prior notice of such meeting is provided to Executive and Executive is given an opportunity for Executiveopportunity, together with counsel, to be heard before the BoardBoards of Directors), finding that that, in the good faith opinion of the BoardBoards of Directors, Executive was is guilty of the conduct justifying Termination for Cause described herein and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Said Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to petition the Boards of Directors for reconsideration of such resolution. The Boards of Directors of Employers, in its discretion, may suspend Executive, with pay, for all or any unvested awards granted to Executive under any stock benefit plan portion of the Bank, period of time from the Holding Company, or any subsidiary or affiliate thereof, vest. At delivery of the Date notice described herein until the effective time of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of the Termination for Cause.

Termination for Cause. The Company shall have the right to immediately terminate Executive’s employment for Cause. For purposes of this Agreement, termination for “Termination for Cause” shall mean termination because of solely be defined as: (i) Executive’s personal dishonestyfraud, incompetencemisappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful misconductmisconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any laws, conduct damaging rules or regulations of any governmental or regulatory body material to the reputation business of the Bank Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Holding Company, any breach Board’s reasonable satisfaction within thirty (30) days after written notice thereof to the Executive;(v) Executive’s conviction of fiduciary duty a felony or a misdemeanor involving personal profit, intentional moral turpitude; or (vi) failure to perform stated duties, willful violation of any law, rule, or regulation the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (other than traffic violations or similar offenses30) or final cease days after written notice to the Executive. With respect to conduct covered by subsection (iv) and desist order, or material breach of any provision (vi) of this Agreement. Notwithstanding Section, the foregoing, Executive Company shall not be deemed have Cause to have been Terminated 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 a Notice by the Board that specifically identifies how Executive has failed to perform or is otherwise in breach of Termination which 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 include a copy 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 a majority counsel for the 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 members Company. In the event of the Board at a meeting of the Board called and held termination for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the BoardCause, Executive was guilty shall be entitled receive, payment of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on his Base Salary through the date of the Notice termination, and reimbursement of Termination for Cause pursuant to Section 6 hereof business expenses incurred consistent with Company policy through the Date date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causetermination (“Accrued Obligations).

Termination for Cause. “Termination for Cause” The Company shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for terminate the Executive’s employment with the Company at any period after the Date of Termination time without notice for Cause. During the period beginning on the date “Cause” for termination shall be deemed to exist if any of the Notice following circumstances exist in the reasonable judgment of Termination the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for Cause pursuant termination even in the absence of such written notice; or (viii) the Executive has failed to Section 6 hereof through adequately perform the Date material duties of Termination his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, stock options and related limited rights granted to the Executive under will not receive any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the BankSeverance Pay, the Holding CompanyCOBRA Benefit, or any subsidiary other such compensation or affiliate thereofbenefits, vest. At except for accrued but unpaid salary and accrued but unused vacation in accordance with the Date policy of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethe Company.

Termination for Cause. “The Executive's employment hereunder may be terminated by the Company for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. Termination for Cause” Cause shall mean termination because by reason of Executive’s personal dishonesty, incompetence, (a) the willful misconduct, conduct damaging and continued failure by Executive to substantially perform his duties with the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company (other than traffic violations any such failure resulting from his incapacity due to physical or similar offenses) mental illness), after a written demand for substantial performance is delivered to the Executive by the President or final cease and desist orderBoard of Directors, which demand specifically identifies the manner in which the Executive is believed not to have substantially performed his duties, or material breach of any provision (b) the Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this AgreementSection, 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 or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have has been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members entire membership of the 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, together with his counsel, to be heard before the BoardBoard of Directors), finding that in the good faith opinion of the Board, Board of Directors the Executive was guilty of conduct justifying Termination for Cause of the type set forth above in this Section and specifying the particulars thereof in detail. Upon termination for Cause hereunder the Executive shall not have the right be entitled to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on Executive's Base Salary through the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causetermination.

Termination for Cause. “Termination The Corporation shall have the right at any time to terminate Executive's employment hereunder for Cause” . For purposes of this Agreement, the following shall mean termination because constitute Cause: (i) the willful and repeated failure of Executive to perform any material duties hereunder or the gross negligence of Executive in the performance of such duties, and if such failure or negligence is susceptible of cure by Executive, the failure to effect such cure within 10 days after written notice of such breach is given to Executive; (ii) the failure of Executive to devote his full time, attention, knowledge and skills in furtherance of the business of the Corporation; (iii) unexplained, willful and regular absences of Executive from the Corporation unrelated to the Corporation's business; (iv) excessive use of alcohol or illegal drugs by Executive interfering with the performance of Executive’s personal dishonesty's duties hereunder; (v) theft, incompetenceembezzlement, willful misconductfraud, conduct damaging the reputation misappropriation of the Bank funds, other acts of dishonesty or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any lawlaw or ethical rule by Executive relating to Executive's employment; (vi) Executive being charged with a felony or Executive being charged with any crime involving moral turpitude by Executive; (vii) Executive intentionally, rule, recklessly or regulation dishonestly acting in a manner contrary to the best interests of the Corporation; or (other than traffic violations or similar offensesviii) or final cease and desist order, or material the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated Any determination of termination of Executive's employment hereunder for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be made by the affirmative vote Board of not less than a majority Directors. For purposes of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and this Agreement, an opportunity for Executiveaction shall be considered "willful" if it is done intentionally, together with counselpurposely or knowingly, to be heard before the Board)as distinguished from an act done carelessly, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation thoughtlessly or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeinadvertently.

Termination for Cause. PNMAC or PFSI may terminate Executive’s employment or services under this Agreement for “Termination for Cause” shall mean by written Notice of Termination. A termination because for Cause is a termination by reason of: (i) a material breach of this Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s personal dishonestyreceipt 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, incompetenceprovided, willful misconducthowever, conduct damaging that any convictions solely on the reputation basis of vicarious liability shall not give PNMAC or PFSI the right to terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the Bank matter removing Executive from office of PFSI or any its subsidiaries or permanently prohibiting him from participating in the Holding Companyconduct of the affairs of PFSI or any of its subsidiaries; 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), any breach Executive shall be entitled to receive (a) his base salary for the entire period up to and including the date of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. Notwithstanding the foregoing, If Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy is convicted of a resolution duly adopted by felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the affirmative vote of not less than a majority conduct of the members affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the Board at matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a meeting final judgment on the merits of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for such charges is issued in favor of Executive, together with counselor if the felony conviction is overturned on appeal, to then Executive’s termination shall be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying treated as a Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination Other Than for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause7(d).

Termination for Cause. Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as provided in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. Executive shall have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. For purposes of this Agreement, “Termination for Cause,” which shall mean be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination because of Executive’s personal employment as a result of Executive’s dishonesty, incompetence, ; willful misconduct, conduct damaging the reputation of the Bank ; incarceration for ten (10) or the Holding Company, any more days; breach of fiduciary duty involving personal profit, duties; intentional failure to perform stated his job duties, ; willful violation of any law, rule, or regulation law (other than minor traffic violations or similar less serious offenses) or a final cease and cease-and-desist order, ; the regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of any provision the terms of this Agreement, which material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. Notwithstanding the foregoing, Executive The termination of Executive’s employment shall not be deemed to have been Terminated a Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted in good faith by the affirmative vote of not less than a majority two-thirds of the members membership of the Board Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Board Boards called and held for that such purpose (after reasonable at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity for Executive, together with counsel, to be heard before the BoardBoards of Directors), finding that in the good faith opinion Executive is guilty of the Board, Executive was guilty of conduct justifying described as Termination for Cause and specifying in detail the particulars thereof grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in detail. their discretion, may place Executive shall not have the right to receive compensation on a paid leave of absence for all or other benefits for any period after the Date portion of Termination for Cause. During the period beginning on of time from the delivery of the written notice described in this Agreement until the effective date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted or the date on which Executive returns to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan work from such paid leave of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeabsence.

Termination for Cause. Company may terminate Executive’s employment pursuant to the terms of this Agreement at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “Termination for Causecause” shall mean termination because mean: (i) 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 9 or Section 10; (v) Executive’s repeated refusal to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s personal receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive 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 notice of breach); (vi) Executive commits acts of dishonesty, incompetencefraud, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulemisrepresentation, or regulation other acts of moral turpitude, that would prevent the effective performance of his duties; and (other than traffic violations or similar offensesvii) or final cease and desist order, or Executive’s material breach of any provision obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 9 of this Agreement shall constitute a material breach of this Agreement. Notwithstanding the foregoing, Executive The term "found in a civil action" shall not be deemed to 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 Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeno further appeals are permissible.

Termination for Cause. “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, Notwithstanding any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement, this Agreement may be terminated by the Company at any time for Cause. Notwithstanding For purposes of this Agreement, the foregoing, word "CAUSE" means: (i) an act or acts of personal dishonesty taken by the Executive and intended to result in the direct or indirect personal enrichment of the Executive at the expense of the Company (except that disputes regarding expense reimbursement shall not be deemed subject to have been Terminated for Cause unless this clause and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted instead be resolved in good faith by the affirmative vote Board of Directors and the Executive), (ii) subject to the following sentences, violation by the Executive of his material obligations or representations under this Agreement which are demonstrably willful and deliberate and which are not less than a majority remedied within 30 days after written notice to the Executive, or (iii) the conviction of the members Executive of any criminal act which is a felony. Upon a determination by the Company that cause exists under clause (ii) of the Board at preceding sentence, the Company shall cause a special meeting of the Board of Directors to be called and held for that purpose (after reasonable notice at a time mutually convenient to Executive the Board of Directors and an opportunity for the Executive, together with counsel, to be heard before but in no event later than 10 business days after the Board), finding that in the good faith opinion Executive's receipt of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof notice contemplated in detailclause (ii). The Executive shall not have the right to receive compensation or other benefits for appear at such special meeting with legal counsel of his choosing to refute any period after determination of Cause specified in such notice, and any termination of this Agreement by reason of such Cause determination shall not be effective until the Date Executive is afforded such opportunity to appear before the Board of Termination for CauseDirectors. During the period beginning on the date Any notice of the Notice of Termination termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan clause (i) or (iii) of the Banksecond sentence of this Section shall be made in writing to the Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination. Upon any termination pursuant to this Section, the Holding CompanyExecutive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have no further liability under this Agreement to the Executive (other than for reimbursement of business expenses incurred prior to the termination date, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causein accordance with Section 3(a)).

Termination for Cause. “Termination (a) The Company may terminate the Executive’s employment for Cause. For the purposes of this Agreement, the Company shall have “Cause” to terminate employment hereunder only (i) if termination shall mean termination because have been the result of Executive’s 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 dishonesty, incompetence, willful misconduct, conduct damaging enrichment to the reputation Executive at the expense of the Bank Company; or (ii) upon the Holding Company, any breach of fiduciary duty involving personal profit, intentional willful and continued failure by the Executive substantially to perform stated duties, willful violation of any law, rule, or regulation his duties with the Company (other than traffic violations any such failure resulting from incapacity due to mental or similar offensesphysical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the 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 (i) bad judgment or final cease and desist ordernegligence, or material breach (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any provision act or omission believed in good faith to have been in or not opposed to the interest of this Agreementthe Company, 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 the laws of the State of Delaware, in each case as in effect at the time of such act or omission. Notwithstanding the foregoing, The Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members entire membership of the Board at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for Executivehim, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Board the Executive was guilty of conduct justifying Termination for Cause set forth above in clauses (i) or (ii) of the first sentence of this paragraph and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination The Company may terminate Executive's ----------------------- employment hereunder for Cause” . For purposes of this Agreement, the Company shall mean termination because of have "Cause" to terminate Executive’s personal dishonesty, incompetence, 's employment hereunder upon (i) the willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional and continued failure by Executive to substantially perform stated duties, willful violation of any law, rule, or regulation his duties hereunder (other than traffic violations any such failure resulting from Executive's incapacity due to physical or similar offensesmental illness) or final cease and desist orderafter demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties, or (ii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to act, either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in material breach injury to the Company. No act, or failure to act, on Executive's part shall be considered "willful" unless intentionally done, or intentionally 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 any provision of this Agreementthe Company. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution resolution, duly adopted by the affirmative vote of not less than a majority of the members entire membership of the Board at a meeting of the Board called and held for that such purpose (after reasonable notice to Executive and an opportunity for Executivehim, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board, Executive was guilty conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of conduct justifying Termination for Cause this Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall not have be resolved by arbitration conducted in Los Angeles, California in accordance with the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date rules of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options American Arbitration Association and related limited rights granted by a single arbitrator reasonably acceptable to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of and the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. Myomo shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. Termination for “Cause” shall mean termination because based upon: (i) the failure by Executive to follow directions of the Board of Directors in the handling of material matters which are consistent with Executive’s personal dishonestyposition; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to Myomo, incompetencemonetarily or otherwise, willful misconductincluding, conduct damaging but not limited to, the reputation disclosure by Executive of the Bank Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or the Holding Companyemployees or disparage Myomo or their officers, any breach employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of fiduciary duty involving personal profitnolo contendere, intentional failure a guilty plea or confession by Executive to perform stated dutiesan act of fraud, willful misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of any law, rule, or regulation Myomo’s employment policies as specified in the Employee Handbook; (other than traffic violations or similar offensesvi) or final cease and desist order, or a material breach of any provision by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Notwithstanding Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the foregoingreasons for such belief, and Executive shall not be deemed have thirty (30) days to have been Terminated for Cause unless and until there shall have been delivered cure and/or to present his position regarding the matter. In the event of termination of Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination Myomo for Cause, stock options Myomo shall have no obligation to pay Executive anything other than any salary earned to date and related limited to provide him with any benefit continuation rights granted as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a written notice advising him of his termination, provided that a termination for Cause under any stock option plan shall not subparagraphs (i) or (v), in circumstances where thirty (30) calendar days advance written notice has been given, will be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan effective on the thirty first (31st) calendar day after Executive’s receipt of said notice if the Bankconduct constituting Cause has not, in the Holding Company’s opinion, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable been corrected by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. For “Termination for Cause” shall mean termination because of upon the determination by the Company that “Cause” exists to terminate Executive’s personal dishonesty, incompetenceemployment. “Cause” means (i) Executive’s gross negligence, willful misconduct, conduct damaging or willful neglect in the reputation performance of the Bank or material duties and services of Executive hereunder, uncorrected for thirty (30) days following the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered ’s written notice to Executive a Notice of Termination which shall include a copy need to cure such performance; (ii) Executive’s final conviction of a resolution duly adopted 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 affirmative vote business judgment of not less than a majority of the members Company’s board of directors, exposes the Board at Company to ridicule, shame or business or financial risk; or (iv) a meeting material breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the Board called and held for that purpose (after reasonable 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 an opportunity for Executiveall future compensation and benefits, together with counsel, other than benefits to be heard before which Executive is entitled under the Board), finding that in the good faith opinion terms of the BoardCompany’s compensation and/or benefit plans, Executive was guilty shall cease. In the case of conduct justifying Termination a termination for Cause and specifying under subpart (i) above, (a) all stock options previously granted by the particulars thereof in detail. Company to Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning that are vested on the date of the Notice of Termination termination for Cause pursuant shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to Section 6 hereof through be exercisable for a period of 90 days following the Date date of Termination termination for Cause, (b) all stock options and related limited rights previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under any subparts (ii), (iii) or (iv) above, (y) all stock option plan shall not be exercisable nor shall any unvested awards options previously granted by the Company to Executive under any (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock benefit plan units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall extent not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethen vested.

Termination for Cause. The Company may terminate Employee’s employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, “Termination for Cause” shall mean termination because mean: (i) the plea of Executiveguilty or nolo contendere 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 personal dishonesty, incompetence, willful misconduct, conduct damaging obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the reputation Company; (iii) a material breach by Employee of any of the Bank covenants made by Employee in Section 2 hereof; (iv) the willful or gross neglect by Employee of the Holding 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, any breach which remains uncorrected by the Employee after the lapse of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation 30 days following the receipt of any law, rule, or regulation the written notice (other than traffic violations or similar offensesvi) or final cease and desist order, or a material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote Employee of his duty not less than to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any Company Affiliates which has not been approved by a majority of the members disinterested directors of the Company’s Board at of 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 for that purpose (after reasonable notice of Directors reasonably determines renders the Employee unfit to Executive and serve in his capacity as an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion officer or employee of the Board, Executive was guilty Company or any Company Affiliates. In the event of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination Employee’s termination for Cause, stock options and related limited rights granted to Executive under any stock option plan this Agreement shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of terminate without further obligation by the Bank, the Holding Company, or except for the payment of any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseAccrued Obligations (as defined in paragraph 1(f) below).

Termination for Cause. “Termination for Cause” shall mean (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination because from the Board of Executive’s personal dishonestyDirectors to Asset Manager if (i) Asset Manager engages in any act of fraud, incompetence, willful misconduct, conduct damaging the reputation misappropriation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulefunds, or regulation embezzlement against NRF or any of its subsidiaries; (other than traffic violations or similar offensesii) or final cease and desist orderAsset Manager breaches, or material breach of in bad faith, any provision of this AgreementAgreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, Executive if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not be deemed to have been Terminated constitute grounds for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted termination by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseNRF.

Termination for Cause. Immediately following notice of termination for “Termination for Cause” shall mean (as defined below), specifying such Cause, given by the Company (termination because pursuant to this Section 6.4 being referred to herein as termination for “Cause”). As used herein, “Cause” means (i) termination based on Executive’s conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other 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 substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure to perform the responsibilities, functions and duties attached to the position with the Company or a refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Executive’s failure to follow the lawful and proper directives of the Board of Directors that are within the scope of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank duties; or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offensesv) or final cease and desist order, or Executive’s material breach of any provision of this Agreement. Any determination of for Cause termination shall be made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the opportunity to be heard by the full Board of Directors. Notwithstanding the foregoingany other provision in this Agreement, if Executive is terminated pursuant to subsection (iii) of this Section 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 be deemed directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to have been Terminated for Cause unless and until there shall have been delivered attempt to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by prevent the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose acts causing such liability or (B) after reasonable notice to Executive and an opportunity for Executive, together consulting with Company's counsel, to be heard before the Board), finding he reasonably believed that in the good faith opinion of the Board, Executive no law was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, being violated by such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeacts.

Termination for Cause. “Termination The Company may terminate Employee's employment for Cause” "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the term "cause" shall mean termination because be limited to (i) non-appealable conviction of Executive’s personal dishonestya felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Company, incompetence(iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, willful misconductand an appropriate period to cure such breach if such breach is curable. For purposes of this section, conduct damaging no act or failure to act on Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the reputation best interest of the Bank Company. Notwithstanding any term or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding Agreement to the foregoingcontrary, Executive termination shall not be deemed considered for cause if the termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to have been Terminated for Cause unless be in good faith and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by in the affirmative vote of not less than a majority interests of the members of the Board at a meeting of the Board called Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on through the date of termination at the Notice then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such period of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any time as specified in Employee's stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeagreement(s).

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonestydeath; (ii) the Executive’s Permanent Disability, incompetencewhich shall mean the Executive’s inability, willful misconductas a result of physical or mental incapacity, conduct damaging substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the Holding Companyperformance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any breach one of fiduciary duty involving personal profit, intentional the Subsidiaries; (v) the willful or negligent failure of the Executive to perform stated duties, willful violation his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of any law, rule, Employer’s policies or regulation (other than traffic violations procedures or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members directives of the Board at and that have a meeting material financial adverse effect on the Employer, the Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or 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 called and held for that purpose (after reasonable notice his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and an opportunity for the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination ’s employment is terminated for Cause pursuant to Section 6 hereof this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the Date effective date of Termination for Causesuch termination and neither the Employer, stock options and related limited rights granted to Executive under the Company nor any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, Subsidiaries shall have any further obligations to the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonestydeath; (ii) the Executive’s Permanent Disability, incompetencewhich shall mean the Executive’s inability, willful misconductas a result of physical or mental incapacity, conduct damaging substantially to perform her duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of her duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company, Company or any breach one of fiduciary duty involving personal profit, intentional the Subsidiaries; (v) the willful or negligent failure of the Executive to perform stated duties, willful violation her duties hereunder in any material respect; (vi) the Executive engages in one or more violations of any law, rule, Employer’s policies or regulation (other than traffic violations procedures or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members directives of the Board at and that have a meeting material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or 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 her 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 called and held for that purpose (after reasonable notice her position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and an opportunity for Executive, the Employer shall choose a physician who together with counsel, will choose a third physician to be heard before the Board), finding that in the good faith opinion make a final determination thereof. Upon a termination of the BoardExecutive’s employment with the Employer for Cause, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right be entitled to receive compensation or other benefits for any period after from the Date Employer only such payments as are due and owing to the Executive as of Termination for Cause. During the period beginning on the effective date of such termination. If the Notice of Termination Executive’s employment is terminated for Cause pursuant to Section 6 hereof this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the Date effective date of Termination for Cause, stock options such termination and related limited rights granted to Executive under neither the Employer nor any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, Subsidiaries shall have any further obligations to the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. “Executive shall have no right to compensation or other benefits for any period after a Termination for Cause” . Termination for Cause shall mean be determined by the Bank Board in the reasonable exercise of its discretion and acting in good faith, and shall include termination because of Executive’s personal dishonesty, incompetence, ; willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any ; breach of fiduciary duty duties involving personal profit, ; intentional failure to perform stated duties, ; willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) ); or a final cease and cease-and-desist order, ; the regulatory suspension or removal of Executive as defined in paragraphs 8(a) and (b) hereof; the failure of Executive to follow reasonable written instructions of the Bank Board; or a material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, The termination of employment of Executive shall not be deemed to have been Terminated be a Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority two-thirds of the members entire membership of the Bank Board at a meeting of the Board called and held for that such purpose (after reasonable at least ten (10) days’ prior notice of such meeting is provided to Executive and Executive is given an opportunity for Executiveopportunity, together with counsel, to be heard before the BoardBoard of Directors), finding that that, in the good faith opinion of the BoardBoard of Directors, Executive was is guilty of the conduct justifying Termination for Cause described herein and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Said Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to petition the Board of Directors for reconsideration of such resolution. The Bank Board, in its discretion, may suspend Executive, with pay, for all or any unvested awards granted to Executive under any stock benefit plan portion of the Bank, period of time from the Holding Company, or any subsidiary or affiliate thereof, vest. At delivery of the Date notice described herein until the effective time of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of the Termination for Cause.

Termination for Cause. “Termination by the Company of the Executive's employment for cause (hereinafter referred to as "Termination for Cause” ), shall mean termination because of upon (i) the willful and continued failure by the Executive to substantially perform the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging 's material duties with the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company (other than traffic violations any such failure resulting from the Executive's incapacity due to physical or similar offensesmental illness or any such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) or final cease and desist orderafter a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or material breach (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, 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 without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision of in this Agreement. Notwithstanding paragraph to the foregoingcontrary notwithstanding, the Executive shall not be deemed to have been Terminated terminated for Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of the Board duly adopts a resolution duly adopted by the affirmative vote of not no less than a majority three-quarters (3/4) of the members entire membership of the Board 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, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date detail and a certified copy of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or resolution is delivered to Executive at any time subsequent to such Date of Termination for Causethe Executive.

Termination for Cause. “Termination Company may terminate Executive's employment pursuant to the terms of this Agreement at any time for Cause” cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall mean termination because have no right to compensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in any employee benefit programs under Section 7, including the severance package provided for in Section 7.05, except as provided by law, for any subsequent to the effective date of termination. For purposes of this Section 9.02, "cause" shall mean: (i) 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 repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s personal receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive 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 notice of breach); (vi) Executive commits acts of dishonesty, incompetencefraud, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulemisrepresentation, or regulation other acts of moral turpitude, that would prevent the effective performance of his duties; and (other than traffic violations or similar offensesvii) or final cease and desist order, or Executive’s material breach of any provision obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. Notwithstanding the foregoing, Executive The term "found in a civil action" shall not be deemed to 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 Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeno further appeals are permissible.

Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Termination for Cause” shall mean termination because the occurrence of one or more of the following events: (i) the Executive’s personal dishonestywillful failure or refusal to perform his material duties to the Company or its affiliates, incompetence(ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or its affiliates, (iii) the Executive’s willful misconductmisconduct or gross negligence in the performance of his material duties to the Company, conduct damaging (iv) the reputation Executive’s conviction of, or plea of 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 any material matter involving the Company, its affiliates or any of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in either case in writing, that the Company of the Bank terminate the employment of Executive or the Holding Company, any breach relieve him of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation his duties (other than traffic violations or similar offenses) or final cease and desist order, or material breach solely as a result of any provision of this Agreementfuture legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, Executive in no event shall not the Executive’s employment be deemed considered to have been Terminated terminated for Cause “Cause” unless and until there shall have been delivered to the Executive a Notice of Termination which shall include receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by the an affirmative vote of not less than a majority of the members of the Board Board. Any such vote shall be taken at a meeting of the Board called and held for that purpose (such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this Section 6(a), and the Executive is given an opportunity for Executiveopportunity, 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), finding the term “willful” shall require that the action or omission was done in bad faith and without reasonable belief that such action or omission was in the good faith opinion best interests of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonestydeath; (ii) the Executive’s Permanent Disability, incompetencewhich shall mean the Executive’s inability, willful misconductas a result of physical or mental incapacity, conduct damaging substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the Holding Companyperformance 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 breach one of fiduciary duty involving personal profit, intentional its Subsidiaries; (v) the willful or negligent failure of the Executive to perform stated duties, willful violation his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of any law, rule, Employer’s policies or regulation (other than traffic violations procedures or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members directives of the Board at and that have a meeting 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, as amended (the “FDIA”), or 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 called and held for that purpose (after reasonable notice his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and an opportunity for Executive, the Employer shall choose a physician who together with counsel, will choose a third physician to be heard before the Board), finding that in the good faith opinion make a final determination thereof. Upon a termination of the BoardExecutive’s employment with the Employer for Cause, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right be entitled to receive compensation or other benefits for any period after from the Date Employer only such payments as are due and owing to the Executive as of Termination for Cause. During the period beginning on the effective date of such termination. If the Notice of Termination Executive’s employment is terminated for Cause pursuant to Section 6 hereof this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the Date effective date of Termination for Cause, stock options such termination and related limited rights granted neither the Employer nor any of its Subsidiaries shall have any further obligations to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. The Company may terminate this Agreement for Cause by service of written notice of the event constituting Cause, and such Cause continues for a period of thirty (30) days after written notification; provided, however, that in the event Cause can’t or is unable to be cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of written notice. In the event this Agreement is terminated by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to provide any further payments or benefits to the Executive after the effective date of such termination. For purposes of this Agreement, “Termination for Cause” shall mean termination because any of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive of Confidential Information (as defined below) contrary to Executive’s personal dishonesty, incompetence, obligations set forth herein; (4) the willful misconduct, conduct damaging and continued failure by Executive to substantially perform required duties for the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company (other than traffic violations as a result of Disability or similar offensesdeath); (5) or final cease and desist order, or a material breach of any provision this Agreement by Executive; or (6) the willful engagement in illegal conduct, gross misconduct by Executive, or a clearly established violation by Executive of this Agreementthe Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated Any termination for Cause unless and until there shall have must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to Executive alleging termination for Cause, Executive will have the right to request a Notice Board of Termination which shall include Directors meeting to be held at a copy of a resolution duly adopted mutually agreeable time and location to be attended by the affirmative vote of not less than a majority of the members of the Board of Directors, at a which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Board called and held for that purpose (after reasonable notice Company’s written notice, any termination of this Agreement will be deemed to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for occurred without Cause.

Termination for Cause. “Termination for Cause” " shall mean termination because of Executive’s 's personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institution industry. For purposes of this paragraph, no act or failure to act on the part of the Executive shall be considered "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executives action or omission was in the best interest of the Bank. 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 Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the members entire membership of the Board of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executivehim, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date Any stock options granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause4 hereof, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination The Board may terminate the Executive's employment by the Companies under this agreement for Cause” cause; however, for purposes of this agreement "cause" shall mean termination because only (i) the Executive's confession or conviction of Executive’s personal theft, fraud, embezzlement, or other crime involving dishonesty, incompetence, willful misconduct, conduct damaging (ii) the reputation Executive's certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the Bank respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive's refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written directive of the Board or the Holding Companywritten advice of counsel, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (iv) the Executive's excessive absenteeism (other than traffic violations by reason of physical injury, disease, or similar offensesmental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) 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, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive's 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, (viii) 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 the Executive's 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, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or final cease and desist orderany of the respective subsidiaries of the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after the Executive's 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 material breach (x) willful misconduct or fraud on the part of any provision the Executive in the performance of the Executive's duties under this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted agreement as determined in good faith by the affirmative Board. 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 less later than six (6) months after a majority of the members of the Board at (other than the Executive if he is a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion member of the Board) 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 was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right will be entitled to receive the following compensation or other and benefits for any period after from the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Companies:

Termination for Cause. “Termination The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” shall mean termination because of means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s personal dishonestyduties on behalf of RBA Pubco or an affiliate, incompetenceor to follow, willful misconductin any material respect, conduct damaging the reputation lawful policies, procedures, instructions or directions of the Bank Employer or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation applicable affiliate (other than traffic violations any such failure resulting from the Executive's disability or similar offenses) incapacity due to physical or final cease and desist ordermental illness), or material the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duly of loyalty or any provision similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or on affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Agreement. Notwithstanding definition, no act, or failure to act, on the foregoing, part of an Executive shall not be deemed considered “wilful” unless done, or omitted to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be done, by the affirmative vote of Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not less than a majority opposed to, the best interests of the members 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 Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to Option Plan will immediately be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning 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 Notice Option Plan and the applicable individual option agreements. In the event of Termination for Cause pursuant to Section 6 hereof through the Date of Termination termination for Cause, stock options and related limited the rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the BankExecutive with respect to any PSUs and RSUs held by the Executive will be governed pursuant to the PSU Plan and RSU Plan, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causerespectively.

Termination for Cause. “Termination Employer may terminate Executive's employment hereunder for Cause” . For purposes of this Agreement, Employer shall mean termination because of have "Cause" to terminate Executive’s personal dishonesty, incompetence, 's employment hereunder upon (i) the willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional and continued failure by Executive to substantially perform stated duties, willful violation of any law, rule, or regulation his duties hereunder (other than traffic violations any such failure resulting from Executive's incapacity due to physical or similar offensesmental illness) or final cease and desist orderafter demand for substantial performance is delivered by Employer specifically identifying the manner in which Employer believes Executive has not substantially performed his duties, or (ii) the willful engaging by Executive in misconduct which is materially injurious to Employer, monetarily or otherwise, or (iii) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in material breach injury to Employer. No act, or failure to act, on Executive'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 any provision of this AgreementEmployer. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution resolution, duly adopted by the affirmative vote of not less than a majority of the members entire membership of the Board at a meeting of the Board called and held for that such purpose (after reasonable notice to Executive and an opportunity for Executivehim, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board, Executive was guilty conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), or (iii) of conduct justifying Termination for Cause this Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall not have be resolved by arbitration conducted in Los Angeles, California in accordance with the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date rules of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options American Arbitration Association and related limited rights granted by a single arbitrator reasonably acceptable to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseEmployer.

Termination for Cause. “Termination The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” shall mean termination because of means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s personal dishonestyduties on behalf of RBA Pubco or an affiliate, incompetenceor to follow, willful misconductin any material respect, conduct damaging the reputation lawful policies, procedures, instructions or directions of the Bank Employer or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation applicable affiliate (other than traffic violations any such failure resulting from the Executive’s disability or similar offenses) incapacity due to physical or final cease and desist ordermental illness), or material the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any provision similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Agreement. Notwithstanding definition, no act, or failure to act, on the foregoing, part of a Executive shall not be deemed considered “wilful” unless done, or omitted to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be done, by the affirmative vote of Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not less than a majority opposed to, the best interests of the members 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 Board at a meeting of RBA Pubco’s Stock Option Plan (the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to “Option Plan”) will immediately be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning 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 Notice Option Plan and the applicable individual option agreements. In the event of Termination for Cause pursuant to Section 6 hereof through the Date of Termination termination for Cause, stock options and related limited the rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the BankExecutive with respect to any performance share units (“PSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), and pursuant to any and all PSU grant agreements, respectively, will be governed pursuant to the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CausePSU Plan.

Termination for Cause. “Termination for Cause” shall mean termination because The Bank may terminate this agreement at any time without further obligation or liability to Executive, by action of the Board of Directors, if Executive: (a) fails to perform or habitually neglects the duties which he is required to perform hereunder; (b) engages in illegal activity which materially adversely affects the Bank's reputation in the community or which evidences the lack of Executive’s 's fitness or ability to perform Executive's duties as determined by the Board of Directors in good faith; (c) engages in the use or possession of any controlled substance or in chronic abuse of alcoholic beverages; (d) exhibits personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform his stated duties, or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and cease-and-desist order; or (e) commits any act which would cause termination of coverage under the Bank's Bankers' Blanket Bond as to Executive (as distinguished from termination of coverage as to the Bank as a whole). Such termination shall not prejudice any remedy which the Bank may have at law, in equity, or material breach of any provision of under this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered The Bank may also terminate this Agreement without further obligation or liability to Executive in the event that the Bank is not licensed to do business, does not receive a Notice Certificate of Termination which shall include a copy Authority to commence the business of a resolution duly adopted by banking from the affirmative vote of not less than a majority Office of the members Comptroller of the Board at a meeting Currency or fails to obtain insurance of accounts from the Board called and held Federal Deposit Insurance Corporation for that purpose (after reasonable any reason. Termination pursuant to this Paragraph F.1 shall become effective immediately upon notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of termination from the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. PNMAC may terminate Executive’s employment under this Agreement for “Termination for Cause” shall mean by written Notice of Termination. A termination because for Cause is a termination by reason of: (i) a material breach of this Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s personal dishonestyreceipt 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, incompetenceprovided, willful misconducthowever, conduct damaging that any convictions solely on the reputation basis of vicarious liability shall not give PNMAC the right to terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the Bank matter removing Executive from office of PNMAC or its subsidiaries or permanently prohibiting him from participating in the Holding Companyconduct of the affairs of PNMAC or any of its subsidiaries; 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 PNMAC. In the event of a termination for Cause pursuant to this Section 7(c), any breach Executive shall be entitled to receive (a) his base salary for the entire period up to and including the date of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. Notwithstanding the foregoing, If Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy is convicted of a resolution duly adopted by felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the affirmative vote of not less than a majority conduct of the members affairs of PNMAC or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the Board at matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a meeting final judgment on the merits of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for such charges is issued in favor of Executive, together with counselor if the felony conviction is overturned on appeal, to then Executive’s termination shall be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying treated as a Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination Other Than for Cause pursuant to Section 6 hereof through 7(d). Notwithstanding anything to the Date of Termination for Causecontrary in this Agreement or any other document, stock options and related limited rights granted Executive’s termination pursuant to Executive under any stock option plan this Section 7(c) shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan affect Executive’s ownership of the Bank, the Holding CompanyPNMAC Common Units or Preferred Units (or Class A Units into which such Common Units and/or Preferred Units are converted), or any subsidiary or affiliate thereof, vest. At the Date Class A Common Stock of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void PFS and shall not be exercisable by affect Executive’s entitlement to all benefits which have vested or delivered which are otherwise payable in respect of periods ending prior to Executive at any time subsequent to such Date his termination of Termination for Causeemployment.

Termination for Cause. “Termination The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” shall mean termination because means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging duties with the reputation Company or one of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company Entities (other than traffic violations a failure resulting from incapacity due to physical or similar offensesmental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or final cease a clearly established violation of the Company’s code of conduct, in each case which is materially and desist orderdemonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or material breach omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of any provision of this Agreementthe Company. Notwithstanding the foregoingAny act, Executive shall not be deemed or failure to have been Terminated for Cause unless and until there shall have been delivered act, based on authority given pursuant to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote Board of Directors or based on the advice of counsel for the 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. In the event this Agreement is terminated for Cause, the Company will not less than 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 at a meeting of Directors of the Board called Company and held for that purpose (after reasonable notice delivered to the Executive. Thereafter, the Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not will have the right for a period of thirty (30) days to receive compensation or other benefits request a Board of Directors meeting to be held at a mutually agreeable time and location within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any period after the Date termination of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant this Agreement will be deemed to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for have occurred without Cause.

Termination for Cause. “Termination If the Executive’s employment is terminated by the Corporation for Cause” , the amount the Executive shall mean termination because be entitled to receive from the Corporation shall be limited to his base salary accrued through the date of Executive’s personal dishonestytermination, incompetenceany accrued but unpaid vacation pay, willful misconduct, conduct damaging plus any bonuses earned but unpaid with respect to the reputation fiscal year of the Bank or Corporation most recently ended, and any nonforfeitable benefits payable to the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation Executive under the terms of any lawdeferred compensation, rule, incentive or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted benefit plans maintained by the affirmative vote Corporation. Such payments shall be made to the Executive within sixty (60) days of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through Executive’s termination. Also, if the Date of Termination Executive’s employment is terminated by the Corporation for Cause, stock options and related all unvested or unearned Shares, as the case may be, granted pursuant to the Special Award shall be forfeited. For purposes of this Agreement, the term “Cause” shall be limited rights granted to (i) action by the Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted involving willful disloyalty to Executive under any stock benefit plan the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the Bank, covenants set forth in Sections 10 and 11 below; or (ii) the Holding Company, Executive being convicted of a felony; or (iii) the Executive being convicted of any subsidiary lesser crime or affiliate thereof, vest. At offense committed in connection with the Date performance of Termination his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable substantial performance is made on the Executive by or delivered to Executive at any time subsequent to such Date the Board of Termination for CauseDirectors.

Termination for Cause. “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation The employment of the Bank or Executive under this Agreement may be terminated by the Holding CompanyEmployer on a "for cause" basis, as hereinafter defined. If the Executive's employment is terminated by the Employer "for cause" under this subparagraph (e), then the Employer shall only be obligated to pay the Executive such Base Salary as shall have accrued through the effective date of the termination, and the Employer shall not be required to pay the Executive any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, ruleperformance bonus for the current fiscal year, or regulation have any further obligations whatsoever to the Executive (other than traffic violations or similar offenses) or final cease payment of amounts remaining unpaid pursuant to declared performance bonuses for prior fiscal years and desist orderreimbursement for previously approved expenses). Termination "for cause" shall mean the termination of Executive's employment on the basis of, or material breach as a result of, one or more of the following circumstances: (i) a violation by the Executive of any provision applicable material law or regulation respecting the business of this Agreementthe Employer; (ii) the Executive being found guilty of, or being publicly associated with, a felony or an act of dishonesty or an act of willful or reckless behavior in connection with the performance of his duties as an officer of the Employer, or otherwise; or (iii) the Executive's course of conduct constituting the willful or negligent failure of the Executive to perform his duties hereunder and which is, or may result in a material detriment to the Company as reasonable determined by the Board. The Executive shall be entitled to thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for cause and such Termination Notice shall specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any conduct or act (if curable) alleged as grounds for such termination; and afford the Executive a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. Notwithstanding the foregoingforegoing procedure, Executive shall not be deemed to have been Terminated for Cause unless and until there the Employer (through the Board) shall have been delivered the unilateral right to make the final substantive determination as to whether the Executive a has properly remedied or otherwise addressed those matters described in the Termination Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority as grounds for termination of the members Executive's employment; and in the event that the Employer determines (as of the Board at a meeting expiration of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Boardabove-contemplated 30-day period), finding that the Executive has not appropriately remedied or otherwise addressed those matters, then the Executive's term of employment shall in the good faith opinion all events automatically terminate as of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period thirtieth (30th) day after the Date Employer delivers the Termination Notice, without any responsibility of Termination for Cause. During the period beginning on the date obligation of the Notice of Termination for Cause pursuant Employer to Section 6 hereof through provide the Date of Termination for Cause, stock options and related limited rights granted to Executive under with any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan further notice or explanation of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination grounds for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causehis termination.

Termination for Cause. “Termination The Company may terminate Executive's ---------------------- employment hereunder for Cause” . For purposes of this Agreement, the Company shall mean termination because of have "Cause" to terminate Executive’s personal dishonesty, incompetence, 's employment hereunder upon (i) the willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional and continued failure by Executive to substantially perform stated duties, willful violation of any law, rule, or regulation his duties hereunder (other than traffic violations any such failure resulting from Executive's incapacity due to physical or similar offensesmental illness) or final cease and desist orderafter demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties, or (ii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to act, either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in material breach injury to the Company. No act, or failure to act, on Executive's part shall be considered "willful" unless intentionally done, or intentionally 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 any provision of this Agreementthe Company. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution resolution, duly adopted by the affirmative vote of not less than a majority of the members entire membership of the Board at a meeting of the Board called and held for that such purpose (after reasonable notice to Executive and an opportunity for Executivehim, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board, Executive was guilty conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of conduct justifying Termination for Cause this Section 5(c), and specifying the particulars thereof in detail. Any dispute as to whether Cause to dismiss Executive exists, shall not have be resolved by arbitration conducted in Los Angeles, California in accordance with the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date rules of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options American Arbitration Association and related limited rights granted by a single arbitrator reasonably acceptable to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of and the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. The Company shall have the right at any time, exercisable immediately upon written notice subject to any available cure periods as set forth before, to terminate Executive’s employment for Cause. “Termination for Cause” shall mean termination because (1) Executive’s negligence or willful misconduct in the performance of Executive’s personal dishonestyobligations hereunder, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any (2) breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach by Executive of any provision of this Agreement, (3) any felony indictment or conviction of Executive, including a guilty plea by nolo contendere, (4) a failure of Executive to substantially perform his duties hereunder, (5) fraud, embezzlement or any other illegal or wrongful conduct by Executive upon the Company or Diamond, whether prior or subsequent to the Start Date, (6) Executive’s intentional infliction of any damage of material nature to any property of the Company or Diamond, (7) Executive’s use of illegal narcotics or other illegal substances, (8) Executive’s breach of Diamond policies or the Confidentiality and Non-Competition Agreement (the “Confidentiality Agreement”), including without limitation, sexual harassment and discrimination, and (9) Executive’s failure to comply with laws and regulations which are applicable to the Company or to Diamond. Any notice of termination pursuant to this Section 5.1 must be in writing, delivered to Executive in the manner set forth in Section 9.1, and shall specify the action or actions constituting “Cause”. In the case of a breach which is reasonably susceptible to cure, Executive shall have ten business days following Company’s delivery of written notice of termination to cure such breach. Notwithstanding the foregoing, no breach of paragraphs (3), (5), (6) or (7) above shall be subject to cure by Executive. Upon termination for Cause, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right entitled to receive compensation or other benefits for any period after (i) his Base Salary then in effect through the Date of Termination for Cause. During the period beginning on the effective date of the Notice of Termination for Cause pursuant to Section 6 hereof termination, (ii) any Annual Performance Bonus earned in the prior year that has been authorized by the Compensation Committee but has not yet been paid, and (iii) benefits through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan effective date of the Bank, the Holding Company, termination. No other payments or compensation of any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not kind will be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causepaid.

Termination for Cause. “Termination for “Cause” shall mean termination because of Executive’s personal dishonesty(a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, incompetence(b) conviction for any felony involving fraud, willful misconductdishonesty or moral turpitude, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offensesc) or final cease and desist order, or material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which would materially and adversely interfere with Executive’s ability to perform his services under this Agreement, (f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of Company. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive him a Notice notice of Termination termination which shall include a copy of a resolution duly adopted by statement to the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for effect that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination termination for Cause. During the period beginning on the date Cause which have not vested or been earned as of the Notice Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of the Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under unless payment of such compensation or benefits is expressly prohibited by the terms of any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bankplan, the Holding Company, program or any subsidiary agreement governing such compensation or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causebenefits.

Termination for Cause. “Termination In the event that employment hereunder is terminated by the Company for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Cause” as used herein, shall mean termination because 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 the following events with respect to the Executive’s personal dishonesty: (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, incompetence, willful misconduct, conduct damaging 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 Bank Company or Bank; (iii) the Holding Company, any breach commission by the Executive of fiduciary duty involving personal profit, intentional 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 stated duties, willful violation of any law, rule, his duties to the Company or regulation Bank (other than traffic violations 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 similar offenses(v) an order of a federal or final cease and desist order, state regulatory agency or material breach a court of any provision competent jurisdiction requiring the termination of this Agreementthe Executive’s employment by the Company. Notwithstanding the foregoing, Executive Cause shall not be deemed to have been Terminated for Cause exist unless and until there shall have been delivered to the Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members entire membership of the Board at a meeting of the Board called and held for that the purpose (after reasonable notice to the Executive and an opportunity for Executive, together with counsel, the Executive to be heard before the Board), finding that in the good faith opinion of the Board, Board the Executive was guilty of conduct justifying Termination for Cause 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 detail. 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 period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall not have be given the right opportunity to receive compensation be heard before the Board. For purposes of this subparagraph, no act or other benefits for any period after the Date of Termination for Cause. During the period beginning failure to act, on the date 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 for Cause pursuant to Termination, as more fully described in Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause9 below.

Termination for Cause. “Termination for Cause” shall mean (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination because from the Board of Executive’s personal dishonestyDirectors to Asset Manager if (i) Asset Manager engages in any act of fraud, incompetence, willful misconduct, conduct damaging the reputation misappropriation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulefunds, or regulation embezzlement against NRF or any of its subsidiaries; (other than traffic violations or similar offensesii) or final cease and desist orderAsset Manager breaches, or material breach of in bad faith, any provision of this AgreementAgreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, Executive if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not be deemed to have been Terminated constitute grounds for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted termination by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseNRF.

Termination for Cause. “Termination for Cause” If, through any cause, the Grantee shall mean termination because of Executive’s personal dishonestyfail to fulfill its obligations under this Award Agreement in a timely and proper manner, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive Agency shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to terminate this Award Agreement by giving written notice to the Grantee and specifying the effective date thereof. Unexpended funds held by the Grantee shall revert to the Agency upon termination of this Award Agreement. In that event, all finished or unfinished deliverable items prepared by the Grantee under this Award Agreement shall, at the option of the Agency, become its property and the Grantee shall be entitled to receive just and equitable compensation or other benefits for any period after satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the Date of Termination for Cause. During foregoing provision, the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan Grantee shall not be exercisable nor shall any unvested awards granted relieved of liability to Executive under any stock benefit plan the Agency for damages sustained by the Agency by virtue of the BankGrantee’s breach of this Award Agreement, and the Agency may withhold any payment due the Grantee for the purpose of setoff until such time as the exact amount of damages due the Agency from such breach can be determined. In case of default by the Grantee, the Holding CompanyState may procure the services from other sources and hold the Grantee responsible for any excess cost occasioned thereby. The State reserves the right to require a performance bond or other acceptable alternative performance guarantees from successful offeror without expense to the State. In addition, in the event of default by the Grantee under this Award Agreement, the State may immediately cease doing business with the Grantee, immediately terminate for cause all existing contracts the State has with the Grantee, and de-bar the Grantee from doing future business with the State. Upon the Grantee filing a petition for bankruptcy or any subsidiary or affiliate thereof, vest. At the Date entering of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable a judgment of bankruptcy by or delivered to Executive at any time subsequent to such Date of Termination against the Grantee, the State may immediately terminate, for Causecause, this Award Agreement and all other existing contracts the Grantee has with the State, and de-bar the Grantee from doing future business.

Termination for Cause. If the Company determines to terminate Executive’s employment during the Term of Employment for Cause, as defined herein, the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “Termination for Cause” shall mean termination because of mean: (1) Executive’s personal dishonestywillful and continued gross neglect of duties, incompetence(2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, willful which, in the case of clauses (1) and (3), has not been 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, conduct damaging or failure to act, on the reputation 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 Bank Company. Any act, or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesact, willful violation based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of any law, rulecounsel for the Company shall be conclusively presumed to be done, or regulation (other than traffic violations or similar offenses) or final cease omitted to be done, by Executive in good faith and desist order, or material breach in the best interests of any provision the Company. The cessation of this Agreement. Notwithstanding the foregoing, employment of Executive shall not be deemed to have been Terminated be for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-quarters of the members entire membership of the Board (excluding Executive, if Executive is a member of the Board) at a meeting of the Board called and held for that such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity for Executiveopportunity, together with counselcounsel for Executive, to be heard before the Board), finding that that, in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause exists and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination for Cause” ", as hereinafter defined, may be effected by the Company at any time during the term of this Agreement by written notification to Executive, specifying in detail the basis for the Termination for Cause. Upon Termination for Cause, Executive shall mean termination because of Executive’s personal dishonestyimmediately be paid all accrued salary, incompetencebonus compensation to the extent earned for the calendar year immediately preceding termination, willful misconduct, conduct damaging the reputation any benefits under any plans of the Bank or Company in which the Holding CompanyExecutive is a participant to the full extent of the Executive's rights under such plans, accrued vacation pay for the year in which termination occurs, and any breach appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of fiduciary duty involving personal profittermination, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, but Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive paid any other compensation or other benefits for reimbursement of any period after the Date of kind, including without limitation, severance compensation. "Termination for Cause. During " shall mean termination by the period beginning on Company of Executive's employment by the date Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness); (c) a willful breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive's performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the Company by the Executive which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or attempted misappropriation) of any of the Notice Company’s funds or property; or (h) Executive’s material violation of Termination for Cause pursuant any Company policy applicable to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Termination for Cause” shall mean termination because of mean: (i) the Executive’s personal dishonestydeath; (ii) the Executive’s Permanent Disability, incompetencewhich shall mean the Executive’s inability, willful misconductas a result of physical or mental incapacity, conduct damaging substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of 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, the Holding Company, Company or any breach one of fiduciary duty involving personal profit, intentional the Subsidiaries; (v) the willful or negligent failure of the Executive to perform stated duties, willful violation his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of any law, rule, Employer’s policies or regulation (other than traffic violations procedures or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members directives of the Board at and that have a meeting material financial adverse effect on the Employer or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or 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 called and held for that purpose (after reasonable notice his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and an opportunity for Executive, the Employer shall choose a physician who together with counsel, will choose a third physician to be heard before the Board), finding that in the good faith opinion make a final determination thereof. Upon a termination of the BoardExecutive’s employment with the Employer for Cause, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right be entitled to receive compensation or other benefits for any period after from the Date Employer only such payments as are due and owing to the Executive as of Termination for Cause. During the period beginning on the effective date of such termination. If the Notice of Termination Executive’s employment is terminated for Cause pursuant to Section 6 hereof this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the Date effective date of Termination for Cause, stock options such termination and related limited rights granted to Executive under neither the Employer nor any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, Subsidiaries shall have any further obligations to the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. At any time during the Term, the Companies may terminate this Agreement and Executive’s employment with the Companies for “Termination for Cause” as provided in this Section 8.4. The term “Cause” shall mean termination because the occurrence of one or more of the following events: (a) Executive’s gross or habitual neglect of his employment duties and responsibilities; (b) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (c) Executive’s engaging in any illegal conduct or willful misconduct in the performance of his employment duties for any of the Companies (or their affiliates); (d) Executive’s engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, any of the Companies (or their affiliates); (e) Executive’s failure or refusal to follow the lawful instructions of the Board of Directors of any of the Companies, if such failure or refusal continues for a period of five (5) calendar days after the Board of Directors of any of the Companies delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (f) Executive’s breach of his obligations under this Agreement; (g) Executive’s gross negligence in the performance of his employment duties under this Agreement; or (h) Executive’s misuse of alcohol or drugs which interferes materially with the performance of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation employment duties for any of the Bank or Companies. Upon the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation occurrence of any lawof the events specified above, rulethe Companies may terminate Executive’s employment for Cause by notifying Executive in writing of its decision to terminate his employment for Cause, and Executive’s employment and this Agreement shall terminate at the close of business on the date on which the Companies give such notice. Upon termination of Executive’s employment by the Companies for Cause, the obligation to pay or regulation provide Executive compensation and benefits under this Agreement shall terminate, except: (other than traffic violations or similar offensesa) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there paid that portion of his Base Salary, at the rate then in effect, which shall have been delivered to earned through the termination date; and (b) Executive a Notice of Termination shall be paid or provided such other payments or benefits, if any, which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard had accrued hereunder before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causetermination date.

Termination for Cause. “The Executive's employment hereunder may be terminated by the Company for "Cause" (as herein defined) upon at least thirty (30) days' prior written notice to the Executive. Termination for Cause” Cause shall mean termination because by reason of Executive’s personal dishonesty, incompetence, (a) the willful misconduct, conduct damaging and continued failure by Executive to substantially perform his duties with the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company (other than traffic violations any such failure resulting from his incapacity due to physical or similar offenses) or final cease and desist ordermental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors, which demand specifically identifies the manner in which the Executive is believed not to have substantially performed his duties, or material breach of any provision (b) the Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this AgreementSection, 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 or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have has been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members entire membership of the 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, together with his counsel, to be heard before the BoardBoard of Directors), finding that in the good faith opinion of the Board, Board of Directors the Executive was guilty of conduct justifying Termination for Cause of the type set forth above in this Section and specifying the particulars thereof in detail. Upon termination for Cause hereunder the Executive shall not have the right be entitled to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on Executive's Base Salary through the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causetermination.

Termination for Cause. “Termination The Board may terminate the Employment Period pursuant to the terms of this Section 9(a) for Cause” cause at any time by giving written notice to the Executive. Such termination shall mean become effective upon the giving of such notice. Upon any such termination because for cause, the Executive shall have no right to the Base Salary, bonuses or other payments under Sections 3 or 4, or to participate in any employee benefit programs under Section 5, as of the effective date of termination. For purposes of this Agreement, "cause" shall mean: (i) the Executive is convicted of a felony; (ii) the Executive has materially breached any provision of Section 6, 7 or 10 resulting in material harm to any member of the Consolidated Group; or (iii) as a result of the Executive’s 's willful personal dishonesty, incompetence, willful gross misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional gross negligence or failure to perform stated dutieshis duties as set forth in Section 6, willful violation of any law, rule, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement, there is material harm to any member of the Consolidated Group. Notwithstanding For purposes of this Section 9(a), no act, or failure to act, on the foregoingExecutive'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 interests of the Consolidated Group; provided, however, that any act or omission to act on the Executive's part in reliance upon an opinion of counsel to the Company or at the direction of the Board or Chief Executive Officer shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be willful. Any decision by the affirmative vote of not less than a majority of Board to terminate the members of the Board Employment Period for cause pursuant to this Section 9(a) shall be made at a meeting of the Board that has been duly called and held for that purpose (after reasonable at which a quorum is present. The Board shall give the Executive written notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Boardtime and place of the meeting, Executive was guilty and a general description of conduct justifying Termination for Cause and specifying the particulars thereof in detailgrounds upon which such termination is being contemplated. The Executive shall not have be given the right opportunity to receive compensation or other benefits for any period after address the Date of Termination for Cause. During Board at the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causemeeting.

Termination for Cause. “Termination The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” shall mean termination because means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging duties with the reputation Company or one of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company Entities (other than traffic violations a failure resulting from incapacity due to physical or similar offensesmental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or final cease a clearly established violation of the Company’s written policies and desist orderprocedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or material breach omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of any provision of this Agreementthe Company. Notwithstanding the foregoingAny act, Executive shall not be deemed or failure to have been Terminated for Cause unless and until there shall have been delivered act, based on authority given pursuant to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote Board of Directors or based on the advice of counsel for the 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. In the event this Agreement is terminated for Cause, subject to paragraph 6.6 of this Agreement, the Company will not less than 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 mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at a which meeting of the Board called and held for that purpose (after reasonable notice to Executive and will have an opportunity for Executive, together with counsel, to be heard before the Board)heard. Failing such determination and opportunity for hearing, finding that in the good faith opinion any termination of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not this Agreement will be deemed to have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for occurred without Cause.

Termination for Cause. “The employment of the Executive under this Agreement may be terminated by the Employer on the basis of "Cause," as hereinafter defined. If the Executive's employment is terminated by the Employer for Cause under this subparagraph (j), then the Employer shall only be obligated to pay to the Executive such Base Salary and vacation pay for unused vacation days as shall have accrued and remain unpaid through the effective date of termination, but the Employer shall not be required to pay to the Executive any Performance Bonus for the then-current fiscal year, or have any further obligations whatsoever to the Executive, other than any Performance Bonuses previously approved by the Compensation Committee for prior fiscal year(s) that remain unpaid; reimbursement for previously approved expenses; and continuation of any amounts or rights vested pursuant to the Scheduled Benefits that remain vested upon and notwithstanding the Executive's termination for Cause, in which event such rights to payment or continuation shall be determined pursuant to the terms of the plans under which such Scheduled Benefits are provided, and not the terms of this subparagraph (j) of Section 3. Termination for "Cause” " shall mean the termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank Executive's employment on the basis or as a result of: (i) the Holding Company, any breach Executive being found guilty of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation a felony; (ii) the Executive's commission of any law, rulean act that disqualifies the Executive (whether under the Employer's by-laws, or regulation under any statute, regulation, law or rule applicable to the Employer) from serving as an officer or director of the Employer; or (other than traffic violations or similar offensesiii) or final cease a recurring pattern of material and desist orderwillful dereliction of duty of the Executive's material responsibilities, where such recurring failure has a material adverse effect upon the business of the Employer, as reasonably determined by the CEO, in the CEO's good faith determination. In making such determination, it is understood that the CEO shall interpret and apply the above-described standards (of materiality, or material breach willful dereliction, and of adversity) in a manner that is normal and customary within the Employer's industry. Executive shall be entitled to thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for Cause, and such Termination Notice shall: specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any provision conduct or act (if curable) alleged as grounds for such termination; and a reasonable opportunity to present to the CEO his position regarding any dispute relating to the existence of this Agreementsuch Cause. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bankforegoing procedure, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.Employer (through

Termination for Cause. “Termination Immediately following notice of termination for "Cause” shall mean " (as defined below), specifying such Cause, given by the Company (termination because pursuant to this Section 6.2 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging "guilty" or "no contest" to any crime constituting a felony in the reputation of jurisdiction in which the Bank or the Holding Companycrime constituting a felony is committed, any breach crime involving moral turpitude (whether or not a felony), or any other violation of fiduciary duty criminal law involving personal profit, intentional dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform stated duties, willful violation of any law, rulehis duties at all or in an acceptable manner, or regulation (other than traffic violations or similar offenses) or final cease to follow the lawful and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members proper directives of the Board at a meeting of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the Board called and held for that purpose of Directors of the Company after having first given thirty (after reasonable 30) days written notice to Consulting Executive of such determination, and an afforded Consulting Executive the opportunity for Executive, together with counsel, to be heard before by the Board)full Board of Directors. Notwithstanding any other provision in this Agreement, finding that in the good faith opinion if Consulting Executive is terminated pursuant to subsection (iii) of the Boardthis Section 6.2 for poor job performance, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. excluding refusal to perform his duties, Consulting Executive shall not have sixty (60) days to cure the right to receive compensation or other benefits for any period after behavior upon which the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethreatened termination is based.

Termination for Cause. Chugach may terminate Xxxxx’ employment for “Termination cause” immediately upon written notice to Xxxxx, provided, however, that Xxxxx must be given ten (10) days written notice of cause for Causetermination and the opportunity to cure such cause within that time if the Board in its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the acts or omissions that constitute cause for termination. For purposes of this Agreement, “cause” shall mean means a business-related reason that is not arbitrary, capricious or illegal and which is based on facts (i) supported by substantial evidence, and (ii) reasonably believed by the Board of Directors to be true. Examples of “cause” for termination because of Executive’s personal employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and are incorporated herein by reference to the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors; material acts of dishonesty, incompetencedisloyalty or competition related to the business of Chugach or its relationships with employees, willful misconductsuppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by or under the authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct damaging that materially compromises the reputation of the Bank employee or the Holding CompanyChugach; or any other act, any breach course of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, ruleconduct, or regulation (omission that has or is reasonably likely to have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the event of the involuntary termination of his employment for cause, Xxxxx shall not be entitled to receive any compensation or benefits hereunder other than traffic violations or similar offenses(1) or final cease his Salary earned through the effective date of Xxxxx’x termination, (2) accrued, unused annual leave, and desist order(3) vested employee benefits under the terms and conditions of the governing plan documents and policies. In the event of termination for cause under this Section, or material breach of any provision Xxxxx’ obligations under Sections 8 and 9 shall continue under the terms and conditions of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. “Termination The Employer may terminate the Executive's employment at any time for Cause” shall mean , after providing Executive with at least 30 days' notice of such proposed termination because and 15 days to remedy the alleged defect. In this Agreement, "Cause" means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive's duties on behalf of Executive’s personal dishonestyParent or an affiliate, incompetenceor to follow, willful misconductin any material respect, conduct damaging the reputation lawful policies, procedures, instructions or directions of the Bank Employer or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation applicable affiliate (other than traffic violations any such failure resulting from the Executive's disability or similar offenses) incapacity due to physical or final cease and desist ordermental illness), or material the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any provision similar intentional act which is materially injurious to Parent or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this Agreement. Notwithstanding definition, no act, or failure to act, on the foregoing, part of an Executive shall not be deemed considered "wilful" unless done, or omitted to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted be done, by the affirmative vote of Executive in bad faith and without reasonable belief that the Executive's action or omissions were in, or not less than a majority opposed to, the best interests of the members Employer and its affiliates. In the event of termination for Cause, all unvested stock options or other awards granted to the Executive pursuant to the terms of the Board at a meeting of Parent's Stock Option Plan (the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to "Option Plan") will immediately be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning void on the date the Employer notifies the Executive of such termination. In the Notice event of Termination for Cause pursuant to Section 6 hereof through the Date of Termination termination for Cause, stock options and related limited the rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, Executive with respect to any performance share units ("PSUs") granted pursuant to the Holding Company, or any subsidiary or affiliate thereof, vest. At Parent's Performance Share Unit Plan (the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not "PSU Plan") will be exercisable by or delivered governed pursuant to Executive at any time subsequent to such Date of Termination for Causethe PSU Plan.

Termination for Cause. “Termination Buyer may terminate this Order, or any part hereof, for Cause” shall mean termination because cause, in the event of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation any (a) default by Vendor or if Vendor fails to comply with any of the Bank terms and conditions of this Order; or (b) Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, safety or the Holding Companyenvironment), any breach and such an event of fiduciary duty involving personal profitdefault must be corrected within 45 days, intentional failure unless a shorter period of time is required by a customer contract to perform stated dutiesresolve such a default, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreementin which case the more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of event that the Boarddefault is a health, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall not have the right to receive compensation terminate this Order, in whole or other benefits in part, effective immediately upon delivery of a written termination notice. Late deliveries, deliveries of products which are defective or which do not conform to this Order, and failure to provide Buyer upon request reasonable assurances of future performance, will allow Buyer to terminate this Order for cause. In the event of a termination for cause, Buyer will not be liable to Vendor for any period after amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the Date terms of Termination this Order, in addition to any and all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, that Buyer improperly terminated this Order for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Causecause, such stock options and related limited rights and such unvested awards termination shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination deemed a termination for Causeconvenience.

Termination for Cause. “Termination The Company may terminate the Executive's employment pursuant to the terms of this Agreement at any time for Cause by giving written notice of termination. The Executive shall have 10 days from the date of the notice to provide the Company with evidence that the Company is mistaken as to "Cause" and that the Executive's behavior does not meet the criteria for "Cause" as defined herein. During such 10 day period the Executive shall be suspended without pay; if employment is reinstated the Executive shall be paid for the 10 day period and if the termination is upheld such termination shall be effective upon the giving of written notice of termination. Upon any such termination for Cause” , the Executive shall mean termination because have no right to compensation or reimbursement under Section 4, or to participate in any employee benefit programs under Section 5, except as provided by law, for any period subsequent to the effective date of Executive’s personal dishonestytermination. For purposes of this Section 6(b), incompetence, willful misconduct, conduct damaging "Cause" shall mean: (i) the reputation Executive is convicted of a felony involving any subject matter (ii) is charged with a felony relating to the business of the Bank Company or any Affiliate; (iii) is convicted of a misdemeanor directly involving the Executive's employment which directly affects the business of the Company; (iv) is found after an internal investigation to have engaged in sexual misconduct which is related to the Executive's employment or the Holding business of the Company; (v) the Executive, any breach of in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; (vi) the Executive misappropriates Company funds or otherwise defrauds the Company; (vii) the Executive breaches his fiduciary duty involving personal profitto the Company resulting in profit to him, intentional failure directly or indirectly; (viii) the Executive has been found to perform stated duties, willful violation have committed any act or failed to take any action which results in the Company's common stock being delisted for trading on the principal trading market or exchange; (ix) the Executive is convicted of illegal possession or use of a controlled substance; (x) the Executive engages in chronic absenteeism or drinking to excess; (xi) the Executive fails or refuses to cooperate in any law, rule, official investigation conducted by or regulation on behalf of the Company; (other than traffic violations or similar offensesxii) or final cease and desist order, or material breach of the Executive materially breaches any provision of this Agreement. Notwithstanding Agreement including Section 3(d); or (xiii) the foregoing, Executive shall not be deemed on more than one occasion fails to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by comply with the affirmative vote of not less than a majority directives of the members Company's board of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causedirectors.

Termination for Cause. “Termination CBS may, at its option, terminate your employment under this Agreement forthwith for Cause” Cause and thereafter shall mean termination because have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i) your willful and material failure substantially to perform your lawful duties to CBS (other than as a result of Executive’s personal dishonestytotal or partial incapacity due to physical or mental illness) or your willful and material failure to follow the lawful direction that is appropriate to your position from an executive(s) in your reporting line; (ii) material dishonesty in the performance of your duties to CBS; (iii) conviction of a felony under the laws of the United States or any state thereof, incompetence, (iv) your willful misconduct, conduct damaging and material misconduct in connection with your duties to CBS or any willful act or omission which is materially injurious to the financial condition or business reputation of the Bank CBS or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, its subsidiaries or affiliates; (v) your willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision the terms of this Agreement. Notwithstanding Agreement or any non-compete, non-solicitation or confidentiality provisions to which you are subject; (vi) your willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the foregoingdestruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, Executive or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (vii) your willful failure to comply with the material written policies of CBS, including the CBS Business Conduct Statement or successor conduct statement as they apply from time to time; provided, that any act or omission that is or would constitute grounds for a termination for Cause shall not be deemed to have been Terminated constitute such grounds for a termination for Cause unless and until there shall if: (A) CBS does not send a notice of termination (in accordance with Section 13) to you within 45 days after CBS learns or should have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority learned of the members occurrence of the Board at event; or (B) in regard to section 9(a)(i) or (v) above, you cure the act or omission that would give rise to a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period within 20 days after the Date of Termination for Cause. During the period beginning on the date delivery of the Notice notice of Termination for Cause pursuant to termination (in accordance with Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause13).

Termination for Cause. “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, Notwithstanding any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding , the foregoing, Executive shall not be deemed to have been Terminated for Cause unless Company may at any time immediately terminate this Agreement and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination ’s employment hereunder for Cause. During For this purpose, “Cause” shall include any of the period beginning following: the current use of illegal drugs; use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of Company; indictment for any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would constitute a gross misdemeanor or felony and which would adversely affect the business or reputation of the Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the reputation, business, affairs or business relationships of the Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material violation or default of any of the provisions of this Agreement; failure to perform Executive’s duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism; incompetence or negligence in performing Executive’s duties hereunder; or any material failure to meet reasonable performance criteria or reasonable standards of conduct as established from time to time by the CEO or the Board. The initial determination as to whether Cause exists shall be made by the CEO, who shall then provide input and recommendations to the Board. The Board in the exercise of reasonable discretion shall make the final determination as to whether Cause exists. If the Company terminates Executive’s employment hereunder for Cause, it shall deliver a notice of termination in writing to Executive, which notice shall include the basis for such Cause; and in any such case Executive’s employment with the Company shall terminate on the date of specified in the Notice of Termination for Cause pursuant to Section 6 hereof through notice (or if no date is specified in the Date of Termination notice, immediately). If the Company terminates Executive’s employment hereunder for Cause, stock options no severance shall be payable and related limited rights granted the Company will have no further obligation or liability to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. “Termination (1) The Company may terminate the Executive's employment and the Employment Period for Cause” . For the purposes of this Agreement, the Company shall mean have "CAUSE" to terminate employment hereunder only (A) if termination because shall have been the result of Executive’s personal dishonesty, incompetence, an act or acts of willful misconduct, conduct damaging misconduct materially injurious to the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profitmonetarily or otherwise, intentional or (B) upon the willful and continued failure by the Executive substantially to perform stated duties, willful violation of any law, rule, or regulation his duties with the Company (other than traffic violations any such failure resulting from incapacity due to mental or similar offensesphysical illness) after a demand in writing for substantial performance is delivered by the Board of Directors, which demand specifically identifies the manner in which the Board believes that the 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 (i) bad judgment or final cease and desist ordernegligence, or material breach (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any provision act or omission believed in good faith to have been in or not opposed to the interest of this Agreementthe Company, 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 Articles of Incorporation of the Company or the laws of the State of Florida, in each case as in effect at the time of such act or omission. Notwithstanding the foregoing, The Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-quarters of the members entire membership of the 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 Executive, him together with his counsel, to be heard before the BoardBoard of 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 in the good faith opinion of the Board, Board of Directors the Executive was guilty of conduct justifying Termination for Cause set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. For purposes of this Agreement, Xxxxxx Savings may terminate Executive’s employment for “Termination for Cause” if: (i) Executive commits a felony or any other crime involving dishonesty or breach of trust, or Executive commits any other crime involving moral turpitude with respect to Xxxxxx Savings or that negatively impacts Xxxxxx Savings or involving physical harm to any person (not arising to a felony) that negatively impacts Xxxxxx Savings; (ii) Executive engages in conduct that is in bad faith and materially injurious to Xxxxxx Savings, including but not limited to misappropriation of any Xxxxxx Savings property, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement which breach is not cured within thirty (30) days after written notice to Executive from Xxxxxx Savings, unless such breach is not curable, in which case there shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation be no cure period; (iv) Executive willfully refuses to implement or follow a lawful policy or directive of the Bank Board of Directors of Xxxxxx Savings, which breach is not cured within thirty (30) days after written notice to Executive from Xxxxxx Savings, unless such breach is not curable, in which case there shall be no cure period or the Holding Company, any breach (v) Executive engages in misfeasance or malfeasance demonstrated by a pattern of fiduciary duty involving personal profit, intentional failure to perform stated dutiesjob duties diligently and professionally. Upon termination for Cause, willful violation Xxxxxx Savings shall pay to Executive all compensation to which Executive is entitled up through the date of any lawtermination, rulesubject to all rights, or regulation (other than traffic violations or similar offenses) or final cease remedies and desist order, or material breach defenses of any provision Xxxxxx Savings; and thereafter all obligations of Xxxxxx Savings under this Agreement shall cease. For purposes of this Agreement. Notwithstanding the foregoingCause definition, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of an act or omission based upon a resolution duly adopted by the affirmative vote Board of not less than a majority Directors of the members either Xxxxxx Savings or DFC or advice of the Board at a meeting of the Board called counsel for Xxxxxx Savings or DFC shall be conclusively presumed to have been done or omitted in good faith and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion best interests of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation Xxxxxx Savings or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causean affiliate.

Termination for Cause. “Termination This Agreement may be terminated for Cause as hereinafter defined. "Cause” " shall mean: (i) the Executive's death; (ii) the Executive's Permanent Disability, which shall mean termination because the Executive's inability, as a result of Executive’s personal dishonestyphysical or mental incapacity, incompetence, willful misconduct, conduct damaging substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the reputation Executive of any applicable material law or regulation respecting the business of the Bank Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the Holding Companyperformance 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 breach one of fiduciary duty involving personal profit, intentional its Subsidiaries; (v) the willful or negligent failure of the Executive to perform stated duties, willful violation his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of any law, rule, Employer's policies or regulation (other than traffic violations procedures or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members directives of the Board at and that have a meeting 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, as amended (the "FDIA"), or 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 called and held for that purpose (after reasonable notice his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive's Permanent Disability, each of the Executive and an opportunity for Executive, the Employer shall choose a physician who together with counsel, will choose a third physician to be heard before the Board), finding that in the good faith opinion make a final determination thereof. Upon a termination of the BoardExecutive's employment with the Employer for Cause, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right be entitled to receive compensation or other benefits for any period after from the Date Employer only such payments as are due and owing to the Executive as of Termination for Cause. During the period beginning on the effective date of such termination. If the Notice of Termination Executive's employment is terminated for Cause pursuant to Section 6 hereof this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the Date effective date of Termination for Cause, stock options such termination and related limited rights granted neither the Employer nor any of its Subsidiaries shall have any further obligations to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. “Termination The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean termination because of means the Executive’s personal dishonesty: (i) willfully, incompetencesubstantially, willful misconduct, conduct damaging and continually fails to perform the reputation duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Bank Board or the Holding CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, any or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of fiduciary duty involving personal profitSections 12, intentional failure to perform stated duties, willful violation 13 or 14 of any law, rule, or regulation this Agreement; (other than traffic violations or similar offensesviii) or final cease and desist order, or commits a material breach of any provision policies and procedures contemplated by the Company’s Code of this AgreementConduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. Notwithstanding The Company shall exercise its right to terminate the foregoing, Executive shall not be deemed to have been Terminated Executive’s employment for Cause unless and until there shall have been delivered to Executive a Notice by giving him written notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard termination on or before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of such termination specifying in reasonable detail the Notice circumstances constituting such Cause, and providing Executive with a period of Termination at least thirty (30) days in which to cure the conduct constituting Cause if such conduct is capable of being cured. In the event of such termination of the Executive’s employment for Cause Cause, the Executive shall be entitled to receive (A) his base salary pursuant to Section 6 hereof through 3(a) and any other compensation and benefits to the Date of Termination for Cause, stock options and related limited rights granted extent actually earned pursuant to Executive this Agreement or under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan or program of the BankCompany as of the date of such termination at the normal time for payment of such salary, compensation or benefits and (B) any amounts owed under the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date reimbursement policy of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseSection 5.

Termination for Cause. The Company may terminate Executive’s employment pursuant to the terms of this Agreement at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “Termination for Causecause” shall mean termination because mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the business of the Company or could otherwise reasonably be expected to have a material adverse effect on the 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 the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the 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 repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive’s personal receipt of written notice thereof from the Company (provided, however, that if such breach cannot be cured within ten (10) days and Executive 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 twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, incompetencefraud, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rulemisrepresentation, or regulation other acts of moral turpitude, that would prevent the effective performance of his duties; and (other than traffic violations or similar offensesvii) or final cease and desist order, or Executive’s material breach of any provision obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. Notwithstanding the foregoing, Executive The term "found in a civil action" shall not be deemed to 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 Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeno further appeals are permissible.

Termination for Cause. “Termination The following events, which for Cause” purposes of this Agreement shall mean constitute "cause" for termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging with the reputation majority vote of the Bank or the Holding Company, any Board: The willful breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach by Executive of any provision of this Agreement. Notwithstanding the foregoingSections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive shall not be deemed with respect to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority any aspect of the members 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. The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board at a meeting of the Board called and held for that purpose (Board) after reasonable 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; 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 performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an opportunity adjudication that Executive is bankrupt; The commencement of involuntary proceedings against Executive for Executivebankruptcy or appointment of a receiver because of insolvency; 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, together with counselmisappropriation of corporate assets or opportunities, etc. 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. The dissolution of the Company's corporate status; 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; 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 heard before injurious to the business or interests of 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, finding that in as well as the good faith opinion effective date of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on termination (which effective date may be the date of such notice). If the Notice of Termination Company terminates Executive's employment for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bankreasons set forth above, the Holding Company, or any subsidiary or affiliate thereof, vest. At Company shall have no further obligations hereunder from and after the Date effective date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causetermination (other than as set forth below).

Termination for Cause. “Termination The Company may terminate 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 and Officer shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation not be entitled to any of the Bank benefits of this Agreement through the date of such termination or otherwise. For purposes of this Agreement, the Holding Company, any breach of fiduciary duty involving personal profit, intentional Company shall have "Cause" to terminate the Officer's employment only on the basis of: (a) The Officer's willful and continued failure to substantially to perform stated duties, willful violation of any law, rule, or regulation his duties with the Company (other than traffic violations any such failure resulting from his incapacity due to physical or similar offensesmental illness) after a written demand for substantial performance is delivered to the Officer by the Company's Board of Directors which specifically identifies the manner in which such Board of Directors believes that the Officer has not substantially performed his duties; or final cease (b) The Officer's willful engagement in conduct materially and desist orderdemonstrably injurious to the Company. For purposes of this subsection, no act or failure to act on Officer's part shall be considered "willful" unless done, or material breach omitted to be done, by the Officer not in good faith and without reasonable belief that his action or omission was in the best interest of any provision of this Agreementthe Company. Notwithstanding the foregoing, Executive Officer shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include Officer a copy of a resolution duly adopted by the affirmative vote of not less than a majority two-thirds of the members entire membership (excluding Officer) of the Company's Board of Directors, at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board)purpose, finding that in the good faith opinion of the BoardBoard of Directors, Executive Officer was guilty of conduct justifying Termination for Cause set forth in subsection (a) or (b) of this Section and specifying the particulars thereof in detail. Executive shall If Officer believes that the Company does not have Cause to terminate Officer's employment, Officer may request, by written notice to the right 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 compensation or other all of Officer's benefits for any period after the Date of Termination for Causeunder this Agreement. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause12.

Termination for Cause. “Termination The Board may, during the Term, without notice to the Executive, terminate this Agreement and discharge the Executive for Cause” , whereupon the respective rights and obligations of the parties hereunder shall mean terminate; provided, however, that the Company shall immediately pay the Executive any amount due and owing pursuant to Articles 3, 4, and 5, prorated to the date of termination; provided, further, however, that no termination because for Cause may occur without the Executive having the right to a hearing with the Executive's counsel present. As used herein, the term "for Cause" shall refer to the termination of the Executive’s personal dishonesty, incompetence, 's employment as a result of any one or more of the following: (i) any conviction of the Executive for a felony; (ii) the gross willful misconduct, conduct damaging misconduct of the Executive which has a direct and material injurious effect on the business or reputation of the Bank Company; or (iii) the Holding gross dishonesty of the Executive which is directly and materially injurious to the business and reputation of the Company. For purposes of this Section 6.1, any breach of fiduciary duty involving personal profit, intentional no act or failure to perform stated dutiesact, willful violation on the part of any lawthe Executive, ruleshall be considered "willful" if it is done, or regulation omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than traffic violations or similar offensesitem (i) or final cease and desist order, or material breach above) within fifteen (15) days of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy Executive's receipt of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting "Cause," which resolution has been duly adopted by the an affirmative vote of not less than a majority of the members of Board (excluding the Board Executive and any individual alleged to have participated in the acts constituting "Cause"). Any such vote shall be taken at a meeting of the Board called and held for that purpose (such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the Executive is given an opportunity for Executiveopportunity, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.

Termination for Cause. Employer may terminate Executive’s employment for cause as hereinafter defined. “Termination for Cause” shall mean termination because mean: (i) 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 personal dishonestyduties as an officer of Employer, incompetence, or an act which disqualifies Executive from serving as an officer of Employer; (iii) Executive’s willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional negligent failure to perform stated dutieshis duties hereunder in any material respect; (iv) Executive’s failure (as determined by the Board of Directors of Employer (the “Board”)) to comply with the reasonable rules, willful violation 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 Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ prior written notice of 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 act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such cause. Upon a termination of Executive’s employment with Employer for Cause, Executive shall be entitled to receive from Employer only the Earned Amounts and Employer shall not be obligated to pay Executive any bonus or other compensation of any law, rulekind, or regulation (other than traffic violations or similar offenses) or final cease and desist orderhave any further obligations to Executive; provided, or material breach of any provision of this Agreement. Notwithstanding the foregoinghowever, Executive shall not 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 terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority as of the members date of the Board at a meeting of the Board called termination if, after Executive’s employment is terminated, facts and held for circumstances are discovered that purpose (after reasonable notice to Executive and an opportunity for Executivewould have justified, together with counsel, to be heard before in the Board)’s opinion, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination a termination for Cause. During the period beginning on the date of the Notice of Termination If Executive’s termination is determined to be for Cause as provided in the immediately preceding sentence, Executive shall, upon notice from Employer, immediately repay all amounts paid to Executive pursuant to Section 6 hereof through the Date his termination of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causeemployment.

Termination for Cause. The Company may terminate this Agreement for Cause by service of written notice of the event constituting Cause, and such Cause continues for a period of thirty (30) days after written notification; provided, however, that in the event Cause cannot or is unable to be cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of written notice. In the event this Agreement is terminated by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to provide any further payments or benefits to the Executive after the effective date of such termination. For purposes of this Agreement, “Termination for Cause” shall mean termination because any of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive of Confidential Information (as defined below) contrary to Executive’s personal dishonesty, incompetence, obligations set forth herein; (4) the willful misconduct, conduct damaging and continued failure by Executive to substantially perform required duties for the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation Company (other than traffic violations as a result of Disability or similar offensesdeath); (5) or final cease and desist order, or a material breach of any provision this Agreement by Executive; or (6) the willful engagement in illegal conduct, gross misconduct by Executive, or a clearly established violation by Executive of this Agreementthe Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated Any termination for Cause unless and until there shall have must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to Executive alleging termination for Cause, Executive will have the right to request a Notice Board of Termination which shall include Directors meeting to be held at a copy of a resolution duly adopted mutually agreeable time and location to be attended by the affirmative vote of not less than a majority of the members of the Board of Directors, at a which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Board called and held for that purpose (after reasonable notice Company’s written notice, any termination of this Agreement will be deemed to Executive and an opportunity for Executive, together with counsel, to be heard before have occurred without Cause during the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for CauseInitial Term.

Termination for Cause. “Termination Unified may terminate the Executive's employment during the Employment Period for "Cause” ," which for purposes of this Agreement shall mean termination because of Executive’s personal dishonestybased upon, incompetence, willful misconduct, conduct damaging and only upon: (i) the reputation continued failure of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure Executive to perform stated dutiessubstantially, willful violation of any lawduring the Employment Period, rule, or regulation the Executive's Positions and Duties with Unified (other than traffic violations any such failure resulting from incapacity due to physical or similar offenses) mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or final cease the Chief Executive Officer of Unified which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's Positions and desist orderDuties, or (ii) the willful engaging by the Executive during the Employment Period in gross misconduct that directly causes material breach injury to Unified, or (iii) conviction of any provision the Executive of a felony (or a guilty or nolo contendere plea by the Executive with respect thereto) willfully committed by the Executive in the course of performance of his Positions and Duties with Unified during the Employment Period. For purposes of this Agreement. Notwithstanding paragraph, no course of conduct, action or omission on the foregoing, Executive Executive's part shall not be deemed 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 Executive a Notice other senior executive officers of Termination which shall include a copy of the 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 a majority Board, or based upon the instructions of the members Chief Executive Officer or any other senior officer of Unified or any other member of the Board at a meeting Unified Group, or based upon the advice of counsel for Unified shall be conclusively presumed to be done, or omitted to be done, by the Board called Executive in good faith and held in the best interests of Unified. Termination for that purpose (after reasonable Cause may be effected by, and only by, written notice to Executive and an opportunity for 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 notice. During the ninety-day period following receipt of such notice by Executive, together Unified shall use its best efforts to cooperate with counselExecutive to cure the action(s) or condition(s) set forth in 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, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause then and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination only then may Unified terminate his employment for Cause. During the period beginning on the date Failure of the Notice Unified to set forth in such notice any material fact or circumstance (then known or that should be then known by Unified) that contributes to a showing of Termination for 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, but shall not waive Unified's right pursuant to Section 6 hereof through any subsequent notice to terminate the Date Executive on grounds of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, then unknown material fact or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causecircumstance.

Termination for Cause. “Termination Immediately following notice of termination for "Cause” shall mean " (as defined below), specifying such Cause, given by the Company (termination because pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging "guilty" or "no contest" to any crime constituting a felony in the reputation of jurisdiction in which the Bank or the Holding Companycrime constituting a felony is committed, any breach crime involving moral turpitude (whether or not a felony), or any other violation of fiduciary duty criminal law involving personal profit, intentional dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform stated duties, willful violation of any law, rulehis duties at all or in an acceptable manner, or regulation (other than traffic violations or similar offenses) or final cease to follow the lawful and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members proper directives of the Board at a meeting of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the Board called and held for that purpose of Directors of the Company after having first given thirty (after reasonable 30) days written notice to Consulting Executive of such determination, and an afforded Consulting Executive the opportunity for Executive, together with counsel, to be heard before by the Board)full Board of Directors. Notwithstanding any other provision in this Agreement, finding that in the good faith opinion if Consulting Executive is terminated pursuant to subsection (iii) of the Boardthis Section 6.3 for poor job performance, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. excluding refusal to perform his duties, Consulting Executive shall not have sixty (60) days to cure the right to receive compensation or other benefits for any period after behavior upon which the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Causethreatened termination is based.

Termination for Cause. The Company shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. Termination for “Cause” shall mean termination because based upon: (i) the failure by Executive to follow directions of the Board of Directors or Chief Executive Officer in the handling of material matters which are consistent with Executive’s position; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to the Company, monetarily or otherwise, including, but not limited to, the disclosure by Executive of material Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of Executive’s personal dishonestyfiduciary duties to the Company, incompetenceviolation by Executive of any restrictive covenant, willful misconductincluding covenants not to compete, conduct damaging to solicit the reputation Company’s clients or employees or disparage the Company or its officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s habitual intoxication while conducting the Company’s business; (v) a material violation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation ’s employment policies; (other than traffic violations or similar offensesvi) or final cease and desist order, or a material breach of any provision by Executive of this Agreement; or (vii) Executive’s willful absence from Executive’s employment or willful failure or refusal to perform or gross neglect in the performance of Executive’s duties or responsibilities hereunder. Notwithstanding Where reasonable, prior to termination under subparagraphs (i), (ii), (iv), (v), (vi) or (vii) above, the foregoingCompany will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall not be deemed have thirty (30) days to have been Terminated cure and/or to present Executive’s position regarding the matter. In the event of termination of Executive by the Company for Cause unless and until there Cause, the Company shall have been delivered no obligation to pay Executive anything other than any salary earned to date and any Options (whether Time Vested Options or Performance Options and whether vested or unvested Options) shall terminate and be of no further force and effect; provided, however, that any options that had vested prior to the date that was 12 months prior to the date of termination shall be exercisable for a Notice period of Termination which shall include a copy 90 days following the date of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination termination for Cause. During In addition, the period beginning Company shall provide Executive with any benefit continuation rights as required by law. A termination for Cause will be effective upon the Company’s delivery to Executive of a written notice advising Executive of Executive’s termination, provided that a termination for Cause under subparagraphs (i), (ii), (iv), (v), (vi) or (vii) , in circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the date thirty first (31st) calendar day after Executive’s receipt of said notice if the Notice of Termination for conduct constituting Cause pursuant to Section 6 hereof through has not, in the Date of Termination for CauseCompany’s opinion, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable been corrected by or delivered to Executive at any time subsequent to such Date of Termination for CauseExecutive.

Termination for Cause. PNMAC may terminate Executive’s employment under this Agreement for “Termination for Cause” shall mean by written Notice of Termination. A termination because for Cause is a termination by reason of: (i) a material breach of this Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s personal dishonestyreceipt 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, incompetenceprovided, willful misconducthowever, conduct damaging that any convictions solely on the reputation basis of vicarious liability shall not give PNMAC the right to terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the Bank matter removing Executive from office of PNMAC or its subsidiaries or permanently prohibiting him from participating in the Holding Companyconduct of the affairs of PNMAC or any of its subsidiaries; 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 PNMAC. In the event of a termination for Cause pursuant to this Section 7(c), any breach Executive shall be entitled to receive (a) his base salary for the entire period up to and including the date of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. Notwithstanding the foregoing, If Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy is convicted of a resolution duly adopted by felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the affirmative vote of not less than a majority conduct of the members affairs of PNMAC or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the Board at matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a meeting final judgment on the merits of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for such charges is issued in favor of Executive, together with counselor if the felony conviction is overturned on appeal, to then Executive’s termination shall be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying treated as a Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination Other Than for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause7(d).

Termination for Cause. “Executive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause” . For purposes of this Agreement, Termination for Cause shall mean 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 Bank’s board of directors. Termination for Cause is a termination because of Executive’s employment as a result of Executive’s personal dishonesty, incompetencewillful or reckless misconduct, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any reckless breach of fiduciary duty involving personal profit, duties; intentional failure to perform stated duties, ; willful or reckless violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Bank; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written instructions of the CEO or the board of directors of the Bank; or Executive’s material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive The termination of Executive’s employment shall not be deemed to have been Terminated be a Termination for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted in good faith by the affirmative vote of not less than a majority two-thirds of the members membership of the Board Bank’s board of 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 Executive and Executive is given an opportunity for Executive, together with counsel, to be heard before the Boardsuch board), finding that that, in the good faith opinion of the Boardsuch board of directors, Executive was is guilty of the conduct justifying described as Termination for Cause and specifying in reasonable detail the particulars thereof grounds for its decision, and further that the specified conduct remains uncured or, in detailthe case of a suspension, removal or formal administrative action, was not capable of cure. Executive shall not have The CEO, in his discretion, with the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan approval of the Bank’s board of directors, the Holding Companymay suspend Executive, with pay, for all or any subsidiary or affiliate thereof, vest. At portion of the Date period of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date from the delivery of the notice described in this Agreement paragraph 7(a) until the effective time of the Termination for Cause.

Termination for Cause. For purposes of this Agreement, “Termination for Cause” shall mean include termination because of Executive’s personal dishonesty; incompetence; willful misconduct (including, incompetencewithout limitation, willful misconductpersonal behavior that would cause disruption in the workplace with third parties, conduct damaging the reputation of the Bank other employees, customers, or the Holding Company, any Board members); breach of fiduciary duty involving personal profit, ; moral turpitude; intentional failure to perform stated duties, ; willful violation of any law, rule, or regulation which negatively impacts Bank (other than traffic violations or similar offenses) or willful violation of a final cease and cease-and-desist order, ; or a material breach of any provision of this Agreement. For purposes of this Paragraph 7, the term “willful” is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of Bank by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths (3/4) of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detailreasons thereof. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, Any unexercised stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall or any unvested awards granted to Executive under any other stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void void, effective upon Executive's receipt of Notice of Termination for Cause pursuant to Paragraph 8 hereof, and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of Termination for Cause.