Common use of Termination for Cause Clause in Contracts

Termination for Cause. 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. The Company may shall have the right to terminate the Executive's ’s employment immediately with the Company at any time without notice for Cause Cause. “Cause” for termination shall be deemed to exist if any of the following reasonscircumstances exist in the reasonable judgment of the Company: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting has committed or intended to result directly engaged in intentional misconduct or indirectly gross negligence in substantial gain or personal enrichment to which the exercise of his duties under this Agreement; (ii) the Executive was not legally entitled at the expense has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its subsidiariesaffiliates; (iiiii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a willful 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 his duties Sections 6.2(i)-(vi) or responsibilities under this Agreement resulting (viii) shall constitute Cause for termination even in demonstrably material injury to the Company absence of such written notice; or any of its subsidiaries; (iiiviii) 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 adequately perform the material breach by the Executive of any duties of his obligations under the Lydall Employee 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 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 termination specifying in reasonable detail the circumstances constituting Board of Directors, the inadequate performance within such Cause30 days. In the event of such termination of the Executive's ’s employment is terminated at any time for Cause, the Executive shall be entitled to will not receive only (i) his base salary pursuant to Section 3.1 earned through any Severance Pay, the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employmentCOBRA Benefit, such base salary to be paid at the normal time for payment of such base salary, (ii) or any other such compensation or benefits, except for accrued but unpaid salary and benefits to accrued but unused vacation in accordance with the extent actually earned by the Executive under any other benefit plan or program policy 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 amounts owing under Section 4Company.

Termination for Cause. The Company (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Executive's employment immediately Leased Premises for Cause for any one or more of the following reasons: purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) an act City may not terminate this Lease Agreement if such failure is due to construction or acts rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of dishonesty its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or fraud any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause. (II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the Executive resulting or intended other party relating to result directly or indirectly this Lease Agreement (subject to any cure rights provided herein) 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 Lydall Employee 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 Causecase, the Executive non-defaulting party shall be entitled to receive only (all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events: i) his base salary The filing by any party of a voluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to Section 3.1 earned through such proceedings; iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the date provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such termination involuntary proceedings; and iv) Subject to Section 26 of employment plus his base salary this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the period purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of any vacation time earned but not taken insurance providing coverage for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits loss to the extent actually earned by the Executive under any other benefit plan or program structure of the Company as Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the foundation, walls, roof or ceiling of the date Leased Premises in accordance with the provisions of such termination Section 6(A)(I) 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 amounts owing under Section 4this Lease Agreement.

Termination for Cause. Employee’s employment under this Agreement have no specific term. The Company may terminate Employee’s employment with the Executive's employment immediately Company at will at any time upon written notice, with or without Cause or advance notice, for Cause for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. For purposes of this Agreement, “Cause” shall mean any of the following reasonsfollowing: (ia) an the commission of any act of willful dishonesty by Employee in connection with the Company’s business or acts any act of dishonesty fraud or fraud on the part embezzlement by Employee; (b) a breach of the Executive resulting Company’s Employee Proprietary Information and Invention Agreement or intended to result directly or indirectly a breach 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 respect by the Executive of any other contract the Employee is a party to with the Company; (c) the refusal or omission by Employee to perform any lawful duties properly required Employee, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of his obligations under the Lydall Employee 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 Employee’s duties to, or material deviation from any of the Executive's employment for Causepolicies or directives of, the Executive shall be entitled to receive only Company, provided, however, that in the case of deviations from policies or directives if a cure is not reasonably possible in the circumstances, (i) his base salary pursuant to Section 3.1 earned through the date Company must give Employee notice of such termination deviations within thirty (30) days of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment Board becoming aware of such base salaryan occurrence, (ii) any other compensation and benefits Employee must be given thirty (30) days to cure or correct the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employmentdeviation, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits if curable, and (iii) Employee may only be terminated for Cause if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of the Board; (e) conduct on the part of Employee which constitutes the breach of any reimbursement amounts owing under Section 4statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board determines adversely affects the business of the Company, or any felony committed by Employee.

Termination for Cause. The Immediately following notice of termination for "Cause" (as defined below), specifying such Cause, given by the Company may terminate the Executive's employment immediately (termination pursuant to this Section 6.3 being referred to herein as termination for Cause for any of the following reasons: "Cause"). As used herein, "Cause" means (i) an act termination based on Executive's conviction or acts 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 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 willful misconduct that materially injures the Company (whether or any of its subsidiariesnot a felony); (ii) a willful material breach by Executive's substance abuse that in any manner interferes with the Executive performance of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiariesduties; (iii) the Executive's conviction failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of a felony the Board of Directors or any crime involving moral turpitude, Executive's supervisor(s) that are within the scope of Executive's duties; (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 Executive's breach 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 this agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a material breach 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 Executive Board of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program Directors of the Company as of the date after having first given thirty (30) days written notice to Executive of such termination of employmentdetermination, such compensation and benefits afforded Executive the opportunity to be paid and at heard by the normal time for payment full Board of such compensation and benefits and Directors. Notwithstanding any other provision in this Agreement, if Executive is terminated pursuant to subsection (iii) any reimbursement amounts owing under of this Section 46.3 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.

Termination for Cause. The Company Buyer may terminate this Order, or any part hereof, for cause, in the Executive's employment immediately for Cause for event of any (a) default by Vendor or if Vendor fails to comply with any of the following reasons: terms and conditions of this Order; or (ib) an act Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or acts of dishonesty has a receiver or fraud on the trustee appointed for a substantial 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 subsidiariesproperty; or (iic) Vendor makes a willful material breach liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the Executive of his duties or responsibilities under right to terminate this Agreement resulting in demonstrably material injury Order. Vendor shall have 10 days 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 submit an acceptable plan to cure such conduct, where susceptible default to cure, within thirty days following such notice, or Buyer (v) unless the default is due to a material breach threat to health, safety or the environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in which case the Executive of any of his obligations under more stringent requirements regarding timing shall prevail. Notwithstanding the Lydall Employee Agreement executed by foregoing, in the Executive and attached hereto as Exhibit A. The Company event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall exercise its have the right to terminate the Executive's employment this Order, in whole or 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 by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Causecause. In the event of a termination for cause, Buyer will not be liable to Vendor for any 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 terms of 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, such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such deemed a termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4convenience.

Termination for Cause. The Company may terminate the Executive's ’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for Cause such termination. For purposes of this Agreement and for purposes of the LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of one or more of the following reasons: events, in each case as determined in good faith by the Company’s Board: (a) Executive’s — (i) an act willful misconduct or acts gross negligence in the performance of dishonesty or fraud on his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the part Company’s Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause, or (ii) willful refusal to comply in any material respect with the legal directives of the Executive resulting Company’s Board so long as such directives are not inconsistent with the Executive’s position and duties, or intended a material breach of this Agreement or any written Company policy which if not remedied (if remediable) within 30 business days after written notice from the Company’s Board, which written notice shall state that failure to remedy such conduct may result directly in termination for Cause; (b) Executive’s deliberate attempt to do injury to the Company; (c) Executive’s commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or indirectly in substantial gain any act of similar gravity involving moral turpitude; (d) Executive’s abuse of controlled substances or personal enrichment to alcohol which materially impairs the Executive was not legally entitled at the expense goodwill or business of the Company or any of causes material damage to its subsidiaries; (ii) a willful material breach by the Executive property, goodwill or business or impairs Executive’s fulfillment of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiariesCompany; or (iiie) the Executive's conviction ’s commission of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal that is reasonably likely to execute or carry out directions from cause material harm to the Board or its duly appointed designees) where the Executive has been given written notice standing and reputation 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Company.

Termination for Cause. 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 re- ▇▇▇▇ 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 her 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his her base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his her base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. The Company This Agreement can be terminated on any of the grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of Termination will happen for next month as per the process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of appointing new franchisee and hand-over arrangements within 90 days. Franchisees who are terminated will not be eligible to bid for franchisee EOI for that territory for the next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any other provision for termination in this agreement, BSNL shall be entitled to forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the Executive's employment immediately for Cause for franchisee of this agreement upon the occurrence of any of the following reasons: (ievents:- If the franchisee commits any breach, of any of the terms and conditions of this agreement and in case such breach is capable of being remedied, the franchisee fails to remedy the same within thirty(30) days after receipt of a notice in writing from BSNL giving full particulars of the breach and requiring it to be remedied, or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement. 20.3 BSNL may also terminate this agreement for any other reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of bankruptcy or acts of dishonesty insolvency or fraud on the put into liquidation (otherwise than solely for amalgamation or restriction) or if a receiver is appointed over any part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which party’s business then the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) other party shall have 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 Lydall Employee 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 this agreement by giving the Executive written notice forthwith. 20.5 In case the Franchisee parts with its business including its assets in favour of termination specifying in reasonable detail the circumstances constituting such Causeany 3rd party directly or indirectly, BSNL will have a right to terminate this agreement forthwith. In the event of such termination The exercising of the Executive's employment for Cause, right of cancellation / termination shall not have the Executive shall effect of waiving any damages to which BSNL might otherwise be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4to.

Termination for Cause. The Company following events, which for purposes of this Agreement shall constitute "cause" for termination with the majority vote of the Board: (1) The willful breach by Employee of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Employee with respect to any aspect of Employer's business or under circumstances that reflect adversely on Employer in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (2) The willful breach by Employee of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Employee of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Employee during the term of this Agreement that, in the sole and exclusive determination of the Board, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or appointment of a receiver because of insolvency; (6) If the Employer determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of Employer's corporate status; (9) Employee is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Employee that is repeated or continued after 30 day written notice to Employee of such failure and that is determined by the Board to be injurious to the business or interests of Employer and which failure is not cured by Employee 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 Employee's employment, as well as the effective date of the termination (which effective date may terminate be the Executivedate of such notice). If Employer terminates Employee's employment immediately for Cause for any of the following reasons: (i) an act or acts of dishonesty or fraud on reasons set forth above, Employer shall have no further obligations hereunder from and after 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 Lydall Employee 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 effective date of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company than 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 amounts owing under Section 4set forth below).

Termination for Cause. The Company may terminate Executive’s employment pursuant to the Executive's employment immediately 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 any cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of the following reasonsthis Section 7.02, “cause” shall mean: (i) an act Executive is convicted of a felony which is directly related to Executive’s employment or acts the business 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 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 its subsidiariesat least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) a willful material breach by the Executive of Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or responsibilities under this Agreement intentional misconduct resulting in demonstrably either case in direct material injury harm to the Company or any of its subsidiariesCompany; (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 conviction ’s status as an officer of a felony Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive 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, fraud, misrepresentation, or any crime involving other acts of moral turpitude, that would prevent the effective performance of his duties; and (ivvii) habitual neglect or insubordination Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (defined as refusal to execute or carry out directions from the Board or its duly appointed designees20) where the Executive has been given days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements 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) Section 9 of this Agreement shall constitute a material breach by the Executive of any of his obligations this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the Lydall Employee Agreement executed by the Executive applicable rules of procedure or statute have been determined 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4no further appeals are permissible.

Termination for Cause. The Notwithstanding anything contained in this Agreement to the contrary, the Company may shall have the right to immediately terminate the Executive's employment immediately for Cause for of Executive upon the occurrence of any of the following reasons: events (iwhich events shall constitute “Cause” for termination): (a) Executive shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company; (b) Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness, including care required for physical or mental illness of Executive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the failure to substantially perform; or (c) Executive commits, is convicted of, or pleads nolo contendere to a crime involving dishonest conduct, moral turpitude or relating directly to his duties as an act or acts of dishonesty or fraud on the part employee of the Company. (d) Executive resulting shall violate or intended refuse to result directly obey the lawful and reasonable written instructions of the Chief Executive Officer, other supervising officer or indirectly the Board of the Company, provided that such instructions are not in substantial gain violation of this Agreement or personal enrichment violate any local, state and/or federal laws or regulations; (e) Executive shall become disabled during the Term (Executive shall be deemed to which be disabled if the Executive was not legally entitled at is eligible to receive disability benefits under any long-term disability plan the expense Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the essential functions of his position with the Company, with reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period), or if Executive shall die during the Term of this Agreement. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery of notice thereof to Executive, except in the event of the Company death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) or any of its subsidiaries; (iib) a willful material breach by the under circumstances in which Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury is entitled 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 breach (or omissions constituting such neglect or insubordination failure) and the Executive has failed to cure such conduct, where susceptible an opportunity to cure, within thirty days following such notice, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or (v) a material breach by failure to the Executive of any of his obligations under the Lydall Employee 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 satisfaction of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Company.

Termination for Cause. The Company This Agreement may terminate the Executive's employment immediately be terminated for Cause for any of the following reasonsas hereinafter defined. “Cause” shall mean: (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 subsidiariesExecutive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a willful material breach by the Executive result of physical or mental incapacity, substantially to perform his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any hereunder for a period of its subsidiariessix (6) consecutive months; (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 violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his obligations under duties as an officer of the Lydall Employee Agreement executed by Employer, or which disqualifies the Executive and attached hereto from serving as Exhibit A. The an officer or director of the Employer, the Company shall exercise its right to terminate or any one of the Executive's employment for Cause by giving Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, 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 specifying in and shall be provided a reasonable detail opportunity to present to the circumstances constituting Board his position regarding any dispute relating to the existence of such Causecause. In the event of such termination a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive's ’s employment is terminated for CauseCause pursuant to this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned have accrued through the effective date of such termination and neither the Employer, the Company nor any of employment plus his base salary for the period of Subsidiaries shall have any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits further obligations to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Executive.

Termination for Cause. The Company may terminate the Executive's your employment immediately and this Agreement for Cause for upon written notice following its determination that you have committed any of the following reasons: acts (i“Termination for Cause”): (A) 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 or a guilty/no contest plea to a felony or any a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to disqualify you from continued employment with Company; (ivB) habitual neglect fraud; (C) embezzlement or insubordination other misappropriation of funds; (defined as refusal D) material misrepresentation with respect to execute the Company; (E) substantial and/or repeated failure to perform duties; (F) gross negligence or carry out directions from willful misconduct in the Board performance of duties; (G) commission of any act or its duly appointed designeesinvolvement in any situation, or occurrence, whether before or during the Term, or which brings (or if made public, would reasonably be expected to bring) where you or the Executive has been given written notice Company into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the acts community, or omissions constituting your or the Company being subject to publicity for any such neglect conduct or insubordination and the Executive has failed to cure involvement in such conduct; (H) material violation of the Employee Handbook, where susceptible the Code of Conduct or any other written Company policy; or (I) material breach of this Agreement. Prior to any Termination for Cause, the Company will provide you with notice setting forth the reasons that Cause exists, in which case you will have an opportunity to cure, within thirty days following such noticeprovided a cure is reasonably possible and timely effected, or (v) to the Company’s satisfaction and is not a material breach by matter that was the Executive general subject matter of any of his obligations under an earlier cure notice given to you. It is expressly understood that the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right Company’s ability to terminate the Executive's employment effect a Termination for Cause by giving is not an exclusive remedy, and further that nothing in this Agreement prevents the Executive written notice Company from obtaining any and all appropriate remedies for any injury that arises out of termination specifying in reasonable detail the circumstances constituting such Causeor is related to any breach of this Agreement. In the event of such termination of the Executive's employment your Termination for Cause, the Executive shall you will be entitled to receive only (i) his base salary pursuant payment of any accrued but unpaid Base Salary due to Section 3.1 earned you through the date of termination (payable no later than thirty (30) days after such termination of employment plus his base salary for the period of termination); any accrued, but unpaid vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned required by Company policy or law; accrued, but unreimbursed business expenses (payable as provided in paragraph 4(b) above); and other unpaid amounts, if any, then due to you under Company benefit plans or programs, which will be payable as provided by the Executive under any other benefit plan or program of the Company as of the date terms and conditions of such termination of employmentplans (collectively, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4“Accrued Amounts”).

Termination for Cause. The Company In addition to any other remedies that may exist, either party may terminate this Agreement for cause in the Executive's employment immediately for Cause for any of event 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) other party commits a willful material breach by the Executive of his duties or responsibilities under any provision of this Agreement resulting in demonstrably material injury to by giving the Company or any of its subsidiaries; other party at least sixty (iii60) 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 days prior written notice of the acts such termination, unless such default or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, breach is cured within thirty days following such notice, or said sixty (v60) a material breach by the Executive of any of his obligations under the Lydall Employee days. If either party terminates this 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, the Executive shall be entitled to receive only (i) his base salary pursuant to this Section 3.1 earned through 9, Licensee shall promptly return and cause all agents of Licensee to promptly return to Licensor all Confidential Information and all Coal Briquetting Technology then in Licensee's possession, and Licensee shall not thereafter use for its own commercial benefit or disclose to any third person any Confidential Information or Coal Briquetting Technology during the period ending three (3) years from the date of such termination termination. Notwithstanding the foregoing, information which (i) is or becomes generally available to the public other than as a result of employment plus his base salary for an unauthorized disclosure by the period of any vacation time earned but not taken for the year of termination of employmentLicensee or its respective members, such base salary to be paid at the normal time for payment of such base salaryagents, employees, directors or representatives, (ii) any other compensation and benefits was available to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employmentLicensee on a non-confidential basis prior to its receiving disclosure hereunder, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) lawfully becomes available to the Licensee on a non-confidential basis from a third party source (provided that such source is not known by the Licensee or its members, agents, employees, directors or representatives to be prohibited from transmitting the information), or (iv) the Licensee is compelled by legal process by any reimbursement amounts owing under Section 4court or other authority to disclose shall not be subject to the terms of the duty to protect Confidential Information set forth in this section. In the case of (iv) above, the Licensee shall give the Licensor prompt written notice of such legal process in order that an appropriate protective order can be sought and Licensee agrees not to oppose Licensor's efforts to prevent the disclosure of Confidential Information.

Termination for Cause. The Company may terminate the ExecutiveEmployee's employment for "cause" effective immediately for Cause for any upon giving written notice thereof. For purposes of this Agreement, the following reasons: term "cause" shall be limited to (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 non-appealable conviction of a felony or of any crime involving moral turpitudefraud 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, (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) 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 any material breach by Employee of a material obligation under this Agreement with written notice of the acts or omissions constituting such neglect or insubordination thereof, and the Executive has failed an appropriate period to cure such conductbreach if such breach is curable. For purposes of this section, where susceptible no act or failure to cure, within thirty days following such noticeact on Employee's part shall be considered "gross' or "willful" unless done, or (v) a material breach omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the Executive best interest of the Company. Notwithstanding any term or provision of his obligations under this Agreement to the Lydall contrary, termination shall not be considered for cause if the termination resulted from bad judgment or negligence on the part of Employee Agreement executed by or an act or omission which Employee believed at the Executive time to be in good faith and attached hereto as Exhibit A. The in the interests of the Company, or not opposed to such interests. 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, the Executive shall be entitled to receive only (i) pay Employee his base salary pursuant to Section 3.1 earned full Base Salary and benefits through the date of termination at the 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 termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4specified in Employee's stock option agreement(s).

Termination for Cause. The Company may Studio shall have the right to terminate the Executive's employment immediately Employment Term at any time for Cause for cause. As used herein, the term “cause” shall mean (a) misappropriation of any material funds or property 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 Studio or any of its subsidiariesrelated companies; (iib) a willful failure to obey reasonable and material orders given by the Chief Financial Officer of Studio or by the Board; (c) any 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 subsidiariesby you; (iiid) the Executive's conviction of or entry of a plea of guilty or nolo contendre to a felony or any a crime involving moral turpitude; (e) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (ivf) habitual neglect or insubordination material non-compliance with established Studio policies and guidelines (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has after which you have been given written notice informed in writing of the acts or omissions constituting such neglect or insubordination policies and the Executive has guidelines and you have failed to cure such conduct, where susceptible to cure, within thirty days following non-compliance); provided that in each such notice, case (other than (a) or (vd) or a material breach by willful failure in (b) or repeated breaches, failures or acts of the Executive of any of his obligations under the Lydall Employee 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 same type or nature) prompt written notice of termination such cause is given to you by specifying in reasonable detail the circumstances constituting such Cause. In the event of such facts giving rise thereto and that continuation thereof will result in termination of the Executive's employment Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the first such notice. If the Employment Term is terminated as set forth in this Paragraph 11, then payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for Cause, the Executive expenses incurred prior to your termination) theretofore earned by you shall be entitled to receive only (i) his base salary payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary this Paragraph 11, then you shall immediately reimburse Studio for the period of any vacation time earned all paid but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4unearned sums.

Termination for Cause. The Company may terminate Employee’s employment at any time for cause (as defined below) with thirty (30) days written notice and opportunity to cure the Executive's violation. Such opportunity to cure will only be available if the violation is contained in one of the following paragraphs (contained below in this Subsection 6(b)): (iv), (viii), (ix), (x) (xi). If Employee’s employment is terminated pursuant to this Subsection 6(b), all of Employee’s rights and all of the Company’s obligations hereunder shall immediately terminate. As used in this section, “for Cause for cause” shall mean any of the following reasons: following: (i) an act Willfully damaging the Company’s property, business, reputation or acts of dishonesty goodwill; (ii) Committing a felony; (iii) Death, theft, dishonesty, fraud or fraud on embezzlement; (iv) Using alcohol, narcotics or other controlled substances to the part extent that it prevents the Employee from efficiently performing services for the Company; (v) Willfully injuring any other employee of the Executive resulting Company; (vi) Willfully injuring any person in the course of performance of services for the Company; (vii) Disclosing to a competitor or intended to result directly other unauthorized persons confidential or indirectly in substantial gain proprietary information or personal enrichment to which secrets of the Executive was not legally entitled at the expense Company; (viii) Soliciting business on behalf of a competitor or a potential competitor; (ix) Sexually harassing any other employee of the Company or committing 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 act which otherwise creates an offensive work environment for other employees of the acts or omissions constituting such neglect or insubordination and Company; (x) Failing to comply with any provision of the Executive has failed Company’s policy manual as it applies to cure such conduct, where susceptible to cure, within thirty days following such notice, or Employee; or (vxi) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. Breaching this Agreement. The Company shall exercise not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction or such other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, in its right sole and absolute discretion, to terminate repurchase the Executive's employment Issued Stock, in whole or in part, for Cause by giving an amount of $.01 per share (the Executive written notice of termination specifying in reasonable detail “Option to Repurchase”), immediately upon the circumstances constituting such Cause. In the event of such termination of the Executive's Employee’s employment with the Company for Causecause, or the Executive Employee’s resignation without Good Reason; provided, however, that the Issued Stock subject to the Option to Repurchase shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through reduced by 1/36 for each month of Employee’s completed employment with the Company, beginning the date of such hereof and continuing hereafter. Upon the termination of employment plus his base salary the Employee for cause, Employee’s obligations and the Company’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement for a period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, one (ii1) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.year

Termination for Cause. The Company may terminate the ExecutiveEmployee's employment immediately under this Agreement may be terminated by Employer for Cause for "good cause." Upon such termination, Employer's obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty (30) days of such termination, any Accrued Compensation as of the time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. The term "good cause" includes, but is not limited to any one or more of the following occurrences: 7.1. Employee's breach of any of the following reasons: covenants contained in this Agreement; 7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (iexcluding traffic violations and similar misdemeanors) involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 7.3. Employee's commission of an act of fraud, whether prior or acts subsequent to the date hereof upon Employer or the Companies or any of dishonesty their subsidiaries, ventures or fraud affiliates; 7.4. Employee's willful failure or refusal to perform his duties as required by this Agreement, provided that, the termination of Employee's employment pursuant to this Section 8.4. shall not constitute valid termination for good cause unless Employee shall first have received written notice from the President or stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen (15) days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer's property, material violation by Employee of any duty of loyalty to Employer or any other material misconduct 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 subsidiariesEmployee; (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 or 7.6. Material violation of any of his obligations under the Lydall Employee 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 employee policy manual, in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Causeeffect at that time, including, without limitation, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period receipt of any vacation time earned but not taken for the year of termination of employmentkickback or side payment from any customer, such base salary to be paid at the normal time for payment of such base salaryservice provider, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan supplier 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 amounts owing under Section 4vendor.

Termination for Cause. The Company may A. Either party shall give the other ninety days prior written notice of termination of this agreement based on clauses XII paragraphs D.1, and D.3 below, and thirty days prior written notice of termination for cause of this agreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below. B. In the event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the Executive's employment expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be effective immediately for Cause for any upon the 91st day or immediately thereafter upon payment of all invoices that are outstanding on the 90th day. In the event some invoices are in dispute on the 90th day, the termination shall be effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the following reasons: (i) an act disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination by MASIMO for cause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the condition that MASIMO is current in payment of all invoices to IVEMSA, and any and all additional monies due hereunder. In any such event, MASIMO shall have the right to give NEMSA notice of termination of this agreement as provided without any responsibility, liability or acts of dishonesty or fraud obligation on the part of MASIMO for the Executive resulting remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or intended immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense IVEMSA 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 disputed invoices has been given written notice prior thereto and all non -disputed invoices have been paid. D. Causes for termination of the acts or omissions constituting such neglect or insubordination this agreement are as follows: • ONE PARTY’S DEFAULT 1. Either party fails to perform any material provision of this agreement and the Executive has failed fails to cure such conductdefault in performance within a thirty day period of time following its receipt of notice from the other party specifying such a default exists. 2. If either party becomes insolvent, where susceptible or makes an assignment for the benefit of creditors, or is adjudicated bankrupt in any voluntary or involuntary bankruptcy proceeding, this agreement will be terminated thirty days from receipt of insolvency notice. 3. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or civil obligations to curethe extent that such obligations represent a real and present danger to the interest of the other party, and if such delinquency is not cured within thirty calendar days following such notice, or (v) a material breach of notice given by the Executive of any of his obligations under the Lydall Employee 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 Causenon—delinquent party. • MAYOR FORCE 4. In the event of such termination any act of the Executive's employment United States or Mexican authorities, whether administrative, executive or judicial, which may effect a significant or material change in the Maquiladora Program, or result in the appropriation, forcible purchase or surrender in any other manner, of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico. 5. Theft of MASIMO’s equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for Causepurpose of this provision, shall be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period. 6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the efficient production of process in the plant or seriously affect employer/employee relations. E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such government, agency, department, or court with respect to any such conflict, then, in such event, either party hereto may propose to the other, appropriate modifications to this agreement in order to cure or avoid such conflict or the effect thereof, and if agreement regarding such modification can not be reached within forty -five days from the making of such proposal, the Executive parties agree to submit this dispute to arbitration under the rules of the American Arbitration Association as provided below. In the event described before, the remaining provisions shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of in all legal forces and shall not be at any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company considered 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 amounts owing under Section 4null.

Termination for Cause. The Company may Myomo shall be entitled to terminate the this Agreement and Executive's ’s employment immediately and without notice for Cause “Cause”. Termination for any of the following reasons“Cause” shall mean termination based upon: (i) an act or acts of dishonesty or fraud on the part failure by Executive to follow directions of the Executive resulting or intended to result directly or indirectly Board of Directors in substantial gain or personal enrichment to the handling of material matters which the Executive was not legally entitled at the expense of the Company or any of its subsidiariesare consistent with Executive’s position; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of 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 employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a willful 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 use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach 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 Executive performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; subparagraphs (iiii) 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 above, Myomo will provide Executive of any of his obligations under the Lydall Employee 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 with written notice of termination specifying in reasonable detail any act or omission it believes constitutes Cause for termination, including stating the circumstances constituting reasons for such Causebelief, and Executive shall have thirty (30) days to cure and/or to present his position regarding the matter. In the event of such termination of the Executive's employment Executive by Myomo for Cause, the Myomo shall have no obligation to pay Executive shall anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be entitled effective upon Myomo’s delivery to receive only Executive of a written notice advising him of his termination, provided that a termination for Cause under subparagraphs (i) his base salary pursuant to Section 3.1 earned through or (v), 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 such termination of employment plus his base salary for said notice if the period of any vacation time earned but not taken for conduct constituting Cause has not, in the year of termination of employmentCompany’s opinion, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned been corrected by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Executive.

Termination for Cause. The Company may terminate At any time during 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 Employment Term, the Company or any of shall have the right, exercisable by serving notice effective in accordance with 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 turpitudeterms, (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 Lydall Employee 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 under this Agreement and discharge the Executive written notice of termination specifying in reasonable detail the circumstances constituting such for Cause. In If such right is exercised, then, subject to applicable law, the event of such termination of the ExecutiveCompany's employment for Cause, obligation to the Executive shall be entitled limited to receive only the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, the term "Cause" shall mean that (i) his base salary pursuant to Section 3.1 earned through there shall have been a material breach by Executive of the date terms of such termination this Agreement which either is not susceptible of employment plus his base salary for the cure or which is not cured within a period of any vacation time earned but not taken ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure or refusal by Executive to perform the material duties for the year of termination of employment, such base salary which he is employed or which are assigned to be paid at the normal time for payment of such base salary, him hereunder or chronic absenteeism; (ii) any other compensation the Executive has knowingly, willfully and benefits persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Company senior to the extent actually earned Executive; (iii) the Executive has wrongfully misappropriated money or other assets or properties of the Company or any subsidiary or affiliate of the Company, or has committed fraud; (iv) the Executive has been convicted of or plead "nolo contendere" to any felony; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Executive under any other benefit plan or program Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause" exists shall be made by a majority vote of the date Company's Board 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 amounts owing under Section 4Directors.

Termination for Cause. The Company may terminate Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment immediately with the Corporation is terminated on account of the Executive's discharge for Cause cause. For purposes of this paragraph 5, the Executive shall be considered terminated for any "CAUSE" if he is discharged by the Corporation on account of the occurrence of one or more of the following reasons: events: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting becomes addicted to drugs 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; alcohol; (ii) a willful material breach by the Executive discloses confidential information in violation of his duties paragraph 4(a) or responsibilities under this Agreement resulting engages in demonstrably material injury competition in violation of paragraph 4(b) to the Company or any detriment of its subsidiaries; the Corporation and/or Thane; (iii) the Executive's conviction Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation; (iv) the Executive is convicted of a felony or any crime involving moral turpitude, (ivother than a felony resulting from a minor traffic violation); (v) habitual neglect or insubordination the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (defined as refusal A) written notice has been given to execute or carry out directions from the Executive by the Board or its duly appointed designeesthat it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) where the Executive has been given written a period of thirty (30) days after such notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conductmisconduct. However, where susceptible to cure, within thirty days following such notice, no notice or (v) a material breach by the Executive of any cure period shall be required if Executive's disregard of his obligations under duties has materially and adversely affected the Lydall Employee Agreement executed by Corporation and/or Thane; (vi) any event of willful misconduct to the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate extent that, in the reasonable judgment of the Board, the Executive's employment for Cause by giving credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive written notice commits an act of termination specifying in reasonable detail fraud against the circumstances constituting such Cause. In the event Corporation and/or Thane, violates a duty of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits loyalty to the extent actually earned by the Executive Corporation and/or Thane as defined under any other benefit plan Florida law 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 amounts owing under Section 4violates paragraph 2.

Termination for Cause. The Company may terminate the Executive's employment immediately for Cause for any of the following reasons: “Cause” if Executive: (i) an act is convicted of or acts of dishonesty pleads nolo contendre to a felony (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; equivalent under applicable state law); (ii) commits fraud or a willful material breach by the Executive of his duties act or responsibilities under this Agreement resulting in demonstrably material injury omission involving dishonesty with respect to the Company or any of its subsidiaries; respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's conviction of a felony employment by the Company (except where due to physical or any crime involving moral turpitude, mental incapacity); (iv) habitual neglect engages in willful misconduct or insubordination (defined as refusal a pattern of behavior which in either case has had or is reasonably likely to execute or carry out directions from have a significant adverse effect on 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 Company; (v) willfully engages in any act or omission which is in material violation of the Company’s policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach by the Executive of any of his Executive's material obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right this Agreement, including but not limited to Section 8. A decision to terminate the Executive's employment for Cause shall be made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in his good faith opinion, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Company will provide thirty (30) days’ written notice to Executive of the Company’s intent to terminate the Executive written for Cause, with an explanation of the reason(s) for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company will rescind the notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the and Executive's employment will not be terminated for Cause at the end of the 30-day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Company will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. For purposes of this Section 5(A), an action or inaction shall not be treated as “willful misconduct” if authorized by the CEO or the Board, or taken by Executive in the good faith belief that it was in, or not opposed to, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program best interests 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 amounts owing under Section 4Company.

Termination for Cause. The Company Notwithstanding the preceding paragraph (a) of this Section 10, in the event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein (including, in the case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 6 of this Agreement), the other party (the “Other Party”) shall have given written notice thereof to the Defaulting Party, and such material failure shall not have been remedied to the reasonable satisfaction of the Other Party within thirty (30) days after such written notice is received, then, as applicable, the Investment Advisor may terminate this Agreement by providing thirty (30) days written notice of such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the Executive's employment immediately for Cause for any of Investment Advisor. In addition, notwithstanding the following reasons: preceding sentence, this Agreement may be terminated by the Investment Advisor (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly immediately 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 Lydall Employee 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 an appointment of the Executive's employment a conservator or receiver for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date BNY Mellon or any parent of such termination BNY Mellon by a regulatory agency or court of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salarycompetent jurisdiction or, (ii) by providing thirty (30) days written notice of such termination to BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other material adverse change in its condition, operations or professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Investment Advisor. Upon termination of the Agreement pursuant to this paragraph (b) the Investment Advisor shall pay to BNY Mellon such compensation and benefits as shall have accrued to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the effective 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 amounts owing under Section 4termination.

Termination for Cause. The Company Board may terminate the Executive's employment immediately Executive for Cause cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the following reasons: following: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. The Board may terminate this Agreement for cause by giving written notice of termination to Executive, provided, however, if the Board declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. Upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay to Executive (i) an act or acts Executive’s accrued but unpaid Annual Salary and the value of dishonesty or fraud on unused paid time off through the part effective date 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 subsidiariestermination; (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 subsidiariesExecutive’s accrued but unpaid Annual Bonus, if any; (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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any reimbursement amounts owing under Section 4employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law.

Termination for Cause. The Company Adaptec and Employee agree that Adaptec may terminate the Executive's Employee’s employment immediately and terminate this Agreement at any time “for Cause for cause,” which shall include any one or more of the following reasons: : (i1) an act A deliberate or acts serious violation of dishonesty the Employee’s material duties as assigned by Adaptec’s CEO; (2) Refusal or fraud unwillingness to perform such material duties in good faith and to the best Employee’s ability upon request by Adaptec’s CEO or his designee; (3) A breach or violation of any other terms or conditions of this Agreement, including the Employee Proprietary Information Agreement; (4) Neglect or poor performance of duties, if not remedied to Adaptec’s CEO’s satisfaction after written notice has been given to the Employee by Adaptec’s CEO or his designee; (5) Conviction of the Employee of a felony or other crime involving moral turpitude, dishonesty, willful misconduct, misappropriation of funds, habitual insobriety or illegal drug use; (6) Substance abuse or any other action on the part of the Executive resulting Employee involving willful and deliberate malfeasance or intended to result directly or indirectly gross negligence 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 performance of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company and responsibilities, or any conduct or act which brings public disrespect, contempt or ridicule upon Adaptec; (7) A deliberate or serious violation of its subsidiaries; (iii) the Executive's conviction of a felony any law, rule, regulation, constitutional provision, or any crime involving moral turpitudeAdaptec policy or procedures, (iv) habitual neglect which policies are subject to modification or insubordination change at any time), or local, state or federal law, which violation, may, in the sole judgment of Adaptec’s CEO constitute justification for Employee’s termination; (defined as refusal to execute or carry out directions 8) Prolonged absence from duties without the consent and approval of Adaptec’s CEO, including but not limited to, where Employee is permanently disabled, which, from the Board or its duly appointed designeesCEO’s sole discretion, constitutes justification for Employee’s termination; (9) 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Employee’s death.

Termination for Cause. The Company Subject to Section 3.2, below, the President and/or CEO may terminate Executive’s employment and all of the Executive's employment immediately Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time for Cause (defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may designate. “Cause” shall mean any of the following reasonsfollowing: (i1) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly has, 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 way, breached this Agreement resulting in demonstrably material injury or the fiduciary duty he owes to the Company or any of its subsidiaries; (iii) other legal obligation or duty he owes to the Executive's conviction of a felony or any crime involving moral turpitudeCompany, (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 conductwhich breach remains uncured, where susceptible if possible to cure, within to the reasonable satisfaction of the President and/or CEO for thirty (30) calendar days following such notice, or (v) a material breach by the after Executive of any of his obligations under the Lydall Employee 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 receives written notice of termination specifying thereof from the President and/or CEO that specifies in reasonable detail the circumstances constituting such Cause. In alleged breach; (2) Executive has committed gross negligence or willful misconduct in the event performance of such termination Executive’s duties for the Company; (3) Executive has failed in a material way to follow reasonable instructions from the President and/or CEO, consistent with this Agreement, concerning the operations or business of the Executive's employment for CauseCompany, the Executive shall be entitled which failure remains uncured, if possible to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employmentcure, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by reasonable satisfaction of the President and/or CEO for thirty (30) calendar days after Executive under any other benefit plan receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of which substantially relate to Executive’s employment duties with the Company; (5) Executive has misappropriated or program embezzled funds or property of the Company as or engaged in any act of dishonesty that involves the business of the date of such termination of employment, such compensation and benefits Company or causes material damage to be paid and at the normal time for payment of such compensation and benefits Company; and (iii6) any reimbursement amounts owing under Section 4Executive attempts to misappropriate or misappropriates a corporate opportunity of the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to such transaction.

Termination for Cause. The Company Chugach may terminate the Executive's ▇▇▇▇▇’ employment for “cause” immediately for Cause for any of the following reasons: upon written notice to ▇▇▇▇▇, provided, however, that ▇▇▇▇▇ must be given ten (i10) 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 days written notice of cause for termination 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” 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 of 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, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, 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 such neglect fraud, intentional dishonesty, moral turpitude, or insubordination and other conduct that materially compromises the Executive has failed to cure such reputation of the employee or Chugach; or any other act, course of conduct, where susceptible or omission that has or is reasonably likely to curehave a material adverse effect on Chugach, within thirty days following such noticeits business or financial position, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee 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 Causegoodwill or reputation. In the event of such the involuntary termination of the Executive's his employment for Causecause, the Executive ▇▇▇▇▇ shall not be entitled to receive only any compensation or benefits hereunder other than (i1) his base salary pursuant to Section 3.1 Salary earned through the effective date of such termination ▇▇▇▇▇’▇ termination, (2) accrued, unused annual leave, and (3) vested employee benefits under the terms and conditions of employment plus his base salary for the period of any vacation time earned but not taken for governing plan documents and policies. In the year event of termination for cause under this Section, ▇▇▇▇▇’ obligations under Sections 8 and 9 shall continue under the terms and conditions of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4this Agreement.

Termination for Cause. The Company Employer may terminate the Executive's employment immediately of Employee with Employer at any time during the Term for Cause for any “Cause”. For purposes of the following reasons: this Agreement, “Cause” shall be deemed to exist if, and only if: (i) an act or acts of dishonesty or fraud on Employee shall engage, during 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 performance of his duties or responsibilities under this Agreement resulting hereunder, 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 dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such neglect breach by its nature, is incapable of being cured, or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty breach remains uncured for more than 30 days following such noticereceipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), or (v) a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Notwithstanding anything herein to the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company contrary, if Employer 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 Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be entitled paid to receive only (i) his base salary pursuant to Section 3.1 earned Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. Subject to the force majeure provision set forth herein, neither party shall terminate or cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of the Contract, a Material Default shall be any monetary default not cured by the COMPANY within fifteen (15) days of receipt of notice from the TOWNSHIP and any non-monetary default by a party not cured by such party within thirty (30) days of receipt of notice by the non-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The Company TOWNSHIP may terminate file a lawsuit seeking any and all remedies available to the Executive's employment immediately for Cause for TOWNSHIP at law or in equity. Neither party shall be obligated to perform and neither shall be deemed to be in Material Default hereunder if performance of a non-monetary obligation is prevented by the occurrence of any of the following reasons: (iherein called “force majeure” or “event of force majeure”) an act or acts of dishonesty or fraud on the part God, strikes, lockouts, other industrial disturbances, acts of the Executive resulting public enemy, laws, rules and regulations of applicable governmental bodies, wars or intended to result directly warlike action (whether actual, impending, or indirectly in substantial gain expected and whether de jure or personal enrichment to which de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the Executive was kind herein enumerated or otherwise, that are not legally entitled at reasonably within the expense control of the Company or any party claiming the right 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 Lydall Employee 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 delay performance on account of such occurrence. The termination of the Executive's employment for CauseContract my become effective, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program discretion of the Company as of the date of such termination of employmentnon-defaulting party, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.fifteen

Termination for Cause. The Company may terminate the Executive's employment immediately If this Agreement is terminated by Bank 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 as defined herein), 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 shall cease 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits Employee. “Cause” shall be defined as (i) commission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to be paid and at the normal time for payment of such compensation and benefits and any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after Bank shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) days after Bank shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any reimbursement amounts owing under Section 4Exhibits hereto, if (A) Bank shall have given Employee prior written notice of the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.

Termination for Cause. The Company may terminate If the Executive's ’s employment immediately with the Company is terminated for Cause for Cause, whether prior to or after the Performance Hurdle Date, the Executive will forfeit all unvested RSUs as well as any RSUs that had vested but were not yet paid out pursuant to Section 2 or Section 4. For purposes of this Agreement, “Cause” shall mean the following reasons: Executive’s (i) an act engaging in willful or acts gross misconduct or willful or gross neglect of dishonesty or fraud on duties, (ii) repeatedly and willfully failing to adhere to the part directions of the Executive resulting Board or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense written policies and practices 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; an Affiliate, (iii) the Executive's conviction commission of or plea of nolo contendere to a felony felony, a crime of moral turpitude, or any crime involving moral turpitudethe Company or an Affiliate that causes damage to the property or business of the Company or an Affiliate, (iv) habitual neglect fraud, misappropriation, dishonesty, or insubordination embezzlement in each case which causes damage to the property or business of the Company or an Affiliate, (defined v) material breach of the Executive’s employment agreement (if any) with the Company or an Affiliate (other than a termination of employment by the Executive), (vi) loss of any license or registration that is necessary for the Executive to perform his duties for the Company or an Affiliate, or (vii) unlawful act that causes damage to the property or business of the Company or an Affiliate, all as refusal determined in the sole discretion of the Committee. Before the Committee determines that “Cause” has occurred under clause (i), (ii), (v), or (vii) above, the Committee will provide to execute the Executive in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, and afford the Executive a reasonable opportunity to remedy any such breach, action or carry out directions from inaction, if such breach action or inaction, is capable of being remedied. In addition, Executive’s employment and service will be deemed to have terminated for Cause if, within twelve (12) months after the Executive’s employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part will be considered “willful” unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company or an Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or its duly appointed designees) where based upon the Executive has been given written notice advice of counsel for the acts Company or omissions constituting such neglect or insubordination and the Executive has failed an Affiliate will be conclusively presumed to cure such conduct, where susceptible to cure, within thirty days following such noticebe done, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary omitted to be paid at done, in good faith and in the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program best interests 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 amounts owing under Section 4or an Affiliate.

Termination for Cause. The Company may terminate the ExecutiveEmployee's employment for "cause" effective immediately for Cause for any upon giving written notice thereof. For purposes of this Agreement, the following reasons: term "cause" shall be limited to (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 non-appealable conviction of a felony or of any crime involving moral turpitude, 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; (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) 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 any material breach by Employee of a material obligation under this Agreement with written notice of the acts or omissions constituting such neglect or insubordination thereof, and the Executive has failed an appropriate period to cure such conductbreach if such breach is curable. For purposes of this Section, where susceptible no act or failure to cure, within thirty days following such noticeact on Employee's part shall be considered "gross' or "willful" unless done, or (v) a material breach omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the Executive best interest of the Company. Notwithstanding any term or provision of his obligations under this Agreement to the Lydall contrary, termination shall not be considered for cause if the termination resulted from bad judgment or negligence on the part of Employee Agreement executed by or an act or omission which Employee believed at the Executive time to be in good faith and attached hereto as Exhibit A. The in the interests of the Company, or not opposed to such interests. 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, the Executive shall be entitled to receive only (i) pay Employee his base salary pursuant to Section 3.1 earned full Base Salary and benefits through the date of termination at the 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 termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4specified in Employee's stock option agreement(s).

Termination for Cause. (a) The Company may Corporation shall have the right to terminate the Executive's employment immediately of Executive hereunder for Cause for cause at any of the following reasons: time if: (i) an act Executive shall be convicted, by a court of competent and final jurisdiction, of any crime (whether or acts of dishonesty or fraud on not involving 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 Corporation or any of its subsidiariesdivisions, operations, subsidiaries or affiliated companies) which constitutes a felony in the jurisdiction involved; or (ii) Executive shall commit any act of fraud against or shall breach a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury fiduciary obligation to the Company Corporation or any of its divisions, operations, subsidiaries, or affiliated companies, provided that any such act (or failure to act) shall be determined in good faith by the Board of Directors to be material in respect of Executive's duties or functions hereunder; or (iii) the Executive shall fail or refuse to perform any of his duties and responsibilities as required by, or shall otherwise breach, this Agreement, provided that termination of Executive's conviction of a felony or any crime involving moral turpitude, (ivemployment pursuant to this subparagraph 10(a)(iii) habitual neglect or insubordination (defined as refusal to execute or carry out directions shall not constitute valid termination for cause unless Executive shall first have received written notice from the Board of Directors or its duly appointed designees) where the Chief Executive has been given written notice Officer of the acts Corporation stating with specificity the nature of such failure or omissions constituting such neglect refusal and affording Executive at least fifteen (15) days to correct the act or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or omission complained of. (vb) a material breach by the Executive of any of his obligations under the Lydall Employee 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 that the employment of such termination of Executive shall be terminated by the Executive's employment Corporation for Causecause pursuant to subparagraph 10(a) hereof, the Executive shall be entitled to receive only (ithe salary provided for in Paragraph 4(a) his base salary hereof, prorated through the end of the week in which such termination occurs and such amounts as may be payable under the balance of the provisions in Paragraph 4, as specifically limited thereunder and in accordance with the terms thereof. Executive shall accept such payment in full discharge and release of the Corporation of and from any other further obligations under this Agreement. Nothing contained in this Paragraph 10 shall constitute a waiver or release by the Corporation or any rights or claims it may have against Executive for actions or omissions which may give rise to an event causing termination of this Agreement pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4this Paragraph 10.

Termination for Cause. The Company may Studio shall have the right to terminate this Agreement at any time for cause. As used herein, the Executive's employment immediately for Cause for any of the following reasons: term “cause” shall mean (i) an act misappropriation of any material funds or acts property 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 Studio or any of its subsidiariesrelated companies; (ii) a willful failure to obey reasonable and material breach orders given by the Executive Chief Financial Officer of his duties Studio or responsibilities under this Agreement resulting in demonstrably material injury to by the Company or any board of its subsidiaries; directors of Studio (iii) the Executive's any material breach of this Agreement by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or any a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (ivvi) habitual neglect or insubordination material non-compliance with established Studio policies and guidelines (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has after which you have been given written notice informed in writing of the acts or omissions constituting such neglect or insubordination policies and the Executive has guidelines and you have failed to cure such conduct, where susceptible to cure, within thirty days following non-compliance); provided that in each such notice, case (other than (i) or (viv) or a material breach by willful failure in (ii) or repeated breaches, failures or acts of the Executive of any of his obligations under the Lydall Employee 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 same type or nature) prompt written notice of termination such cause is given to you by specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of facts giving rise thereto and that continuation thereof will result in termination of employment, and such base salary to be paid at cause is not cured within ten (10) business days after receipt by you of the normal time for first such notice. If you are terminated as set forth in this Paragraph 11, then payment of such base salarythe specified Base Salary and any additional noncontingent cash compensation (including, (iiwithout limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) any other compensation and benefits to the extent actually theretofore earned by the Executive under any other benefit plan or program you shall be payment in full of the Company as of the date of such termination of employmentall compensation payable hereunder. If Studio terminated you hereunder, such compensation and benefits to be then you shall immediately reimburse Studio for all paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4but unearned sums.

Termination for Cause. The Company may Studio shall have the right to terminate the Executive's employment immediately Employment Term at any time for Cause for any of cause. As used herein, the following reasons: term “cause” shall mean (i) an act misappropriation of any material funds or acts property 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 Studio or any of its subsidiariesrelated companies; (ii) a willful failure to obey reasonable and material breach orders given by the Executive Chief Operating Officer of his duties Studio or responsibilities under this Agreement resulting in demonstrably material injury to by the Company or any of its subsidiariesBoard; (iii) the Executive's any material breach of this Agreement by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or any a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (ivvi) habitual neglect or insubordination material non-compliance with established Studio policies and guidelines (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has after which you have been given written notice informed in writing of the acts or omissions constituting such neglect or insubordination policies and the Executive has guidelines and you have failed to cure such conduct, where susceptible to cure, within thirty days following non-compliance); provided that in each such notice, case (other than (i) or (viv) or a material breach by willful failure in (ii) or repeated breaches, failures or acts of the Executive of any of his obligations under the Lydall Employee 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 same type or nature) prompt written notice of termination such cause is given to you by specifying in reasonable detail the circumstances constituting such Cause. In the event of such facts giving rise thereto and that continuation thereof will result in termination of the Executive's employment Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the first such notice. If the Employment Term is terminated as set forth in this Paragraph 11, then payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for Cause, the Executive expenses incurred prior to your termination) theretofore earned by you shall be entitled to receive only (i) his base salary payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary this Paragraph 11, then you shall immediately reimburse Studio for the period of any vacation time earned all paid but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4unearned sums.

Termination for Cause. The Notwithstanding anything to the contrary contained in this Agreement, Company hereunder may terminate the Executive's this Agreement and Employee’s employment immediately for Cause for Cause. As used in this Agreement, “Cause” shall mean (i) any action or omission of Employee which constitutes (A) a material breach of any of the following reasons: provisions of Section 5 of this Agreement, (iB) an a material breach by Employee of his fiduciary duties and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of the Board, in each case which act or acts omission is not cured (if capable of dishonesty or fraud on being cured) within ten (10) days after written notice of same from the part of the Executive resulting or intended Board 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; Employee, (ii) a willful material breach conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the Executive performance 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 a conviction of Employee for (A) a felony (other than a traffic violation) or any (B) a crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from but only if the Board determines that such conviction will damage or its duly appointed designees) where bring into disrepute the Executive has been business, reputation or goodwill of Company or impair Employee's ability to perform his duties for Company. For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee shall be given prior 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 Lydall Employee 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 proposed termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, specifying the Executive specific grounds therefor and, if such grounds are capable of being cured, Employee shall have thirty (30) days after receipt of such notice to cure. It is presumed that any stated grounds for a termination for Cause under Section 4.1(i) are capable of being cured but grounds for a termination for Cause under Section 4.1(ii) or (iii) are not capable of being cured, provided, however, the Board may determine, in its discretion, allow a thirty (30) day cure period for a termination for Cause under Section 4.1(ii) or (iii). A termination for Cause shall not be effective until the expiration of the applicable cure period prescribed by this Section 4.1Upon the effectiveness of any termination pursuant to this Section 4.1, Employee shall only be entitled to receive only (i) his base salary pursuant to Section 3.1 earned Total Salary as accrued through the date of such termination termination, reimbursement of employment plus his base salary for expenses incurred prior to the period of any vacation time earned but not taken for the year date of termination of employmentin accordance with Section 3.1 hereof and, such base salary to be paid at the normal time for payment of such base salary, (ii) and any other compensation and benefits payable in accordance with Section 3.2 hereof. Upon making such payments, Company shall have no further liability to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Employee hereunder.

Termination for Cause. The Company may immediately terminate Employee’s employment hereunder for “Cause”. For purposes of this Agreement, “Cause” includes, but is not limited to: (a) Employee’s breach of this Agreement or Company policy; (b) Employee’s material failure or refusal to perform Employee’s duties as a Company employee (including, without limitation, Employee’s material failure to follow the Executive's employment immediately for Cause for lawful direction of the CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the performance of such duties; (c) Employee’s conviction or entry of a nolo contender plea to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any other crime which materially affects Company’s or any of its affiliate’s business; (d) Employee’s indictment for a crime (other than a minor traffic violation or misdemeanor) or any offense involving moral turpitude, when the following reasons: (i) CEO or Board in his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the duties of Employee’s job or that Employee’s continuing service would materially have an act or acts of dishonesty or fraud adverse effect on the part business interests or reputation 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 subsidiariesaffiliates; (iie) a willful material breach by the Executive Employee’s commission of his duties any act of fraud, embezzlement, misappropriation, dishonesty, theft, or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiariesinsubordination; (iiif) Employee’s illegal use of drugs in the Executive's conviction workplace; and (g) Employee’s failure to honor Employee’s fiduciary duties to Company, including the duty to act in the best interests of a felony or any crime involving moral turpitudeCompany. Cause will not be deemed to exist under (a), (ivb) habitual neglect or insubordination and (defined as refusal to execute or carry out directions from the Board or its duly appointed designeesg) where the Executive has been given of this paragraph unless and until Company provides Employee written notice of the acts or omissions constituting such neglect or insubordination reason and the Executive has failed a 30-day opportunity to cure such conduct, where susceptible and Employee fails to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. A. The Company occurrence of any one or more of the following events will constitute an event of default: 1) PROFESSIONAL’s persistent failure to perform the Services in accordance with the Agreement Documents (including, but not limited to, failure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties); 2) PROFESSIONAL’s disregard of applicable laws or regulations; 3) PROFESSIONAL’s disregard of the authority of the CITY’s Agent; 4) PROFESSIONAL’s violation in any material way of any provisions of this Agreement and the Agreement Documents; 5) Failure of PROFESSIONAL to pay subcontractors and/or material suppliers; 6) PROFESSIONAL’s violation of CITY’s ethics policy or the Ethics Requirements contained herein; or 7) CITY designates a Key Person, and that Key Person is no longer employed by PROFESSIONAL. B. If one or more of the events identified in paragraph (a) occur, the CITY may, at its sole discretion, choose to either terminate this Agreement at the time of CITY’s choosing upon written notification to the PROFESSIONAL, or provide a Corrective Action Request to PROFESSIONAL. C. If PROFESSIONAL fails to initiate such Corrective Action or submit an acceptable plan within the aforementioned timeframe, or fails to follow through on completion of the plan, CITY may terminate take any or all of the Executive's employment immediately for Cause for following actions without affecting the contracted price or schedule: 1) CITY personnel may direct PROFFESIONAL to cease performance on all or part of the Agreement until satisfactory Corrective Action has been taken; 2) CITY may have others take Corrective Action necessary to achieve compliance with the Agreement. CITY may deduct the cost of such Corrective Action by others from any moneys due to PROFESSIONAL. Corrective Action by others shall be taken when, in the judgment of CITY, the noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adversely impacting quality, cost or timely completion; 3) CITY may seek any of the following reasons: (iRemedies set forth further in this Agreement; and/or 4) an act CITY may Terminate for Cause as provided herein. D. If this Agreement has been so terminated by CITY, the termination will not affect any rights or acts remedies 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 CITY against PROFESSIONAL or any surety then-existing or which may thereafter accrue. No retention or payment of its subsidiaries; (ii) a willful material breach moneys due PROFESSIONAL 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 CITY will release PROFESSIONAL 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 Lydall Employee 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 liability. E. If it is ever determined that CITY wrongfully terminated PROFESSIONAL for Cause, the Executive termination shall be entitled converted to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such a termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4convenience.

Termination for Cause. The Company Licensor may terminate the Executive's employment immediately for Cause for Licensed Rights or Licensee may terminate this License Agreement in the event of a material breach or default in any of the following reasons: (i) an act or acts provisions 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 this License Agreement by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to other party, by the Company or any of its subsidiaries; (iii) the Executivenon-breaching party's conviction sending 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 Lydall Employee 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 to the breaching or defaulting party specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination nature of the Executive's employment for Cause, material breach or default. If the Executive shall be entitled to receive only party receiving said notice does not remedy said breach or default within thirty (i30) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as days of the date of such termination the notice or, in the case of employment, such compensation and benefits a breach or default which cannot reasonably be expected to be paid and remedied within thirty (30) days, but is capable of being remedied within a reasonable period of time, does not institute diligent steps calculated to remedy such breach or default in the shortest possible time, then the termination shall become effective at the normal time for payment end of such compensation thirty (30) day period. If the breaching or defaulting party does so remedy or institute appropriate measures to remedy the breach or default, then the notice of termination shall be deemed automatically withdrawn and benefits forever null and void. The failure of either party to terminate on account of any one breach or default shall not constitute a waiver of that party's right to terminate for any subsequent breach or default of the same provision. (a) Licensor may terminate the Licensed Rights effective immediately by notice in writing to Licensee if: (i) Licensee fails to provide notice of an intention to file a petition in bankruptcy as required by Section 11; (ii) Licensee files a petition to wind up its affairs, seeks the benefit of insolvency or debt moratorium law or statute, becomes insolvent or is unable to pay its debts as they mature, makes an assignment for the benefit of creditors, is adjudicated a bankrupt, has a receiver appointed for its property, ceases or threatens to cease to carry on its business, or otherwise enters into any arrangement or composition with its creditors, or if a substantial portion of its assets become subject to attachment by judicial order, whether any of the foregoing is the voluntary act of the party or otherwise; (iii) any reimbursement amounts owing Licensee fails to maintain insurance as required under Section 46(b); or (iv) the Licensee violates Section 7. (b) Licensee may terminate this License Agreement (i) pursuant to Section 1(c)(ii); or (ii) at any time prior to two years before the end of the Third Term by written notice to Licensor given not less than 90 days before the proposed termination date and providing that as of such termination date it is surrendering its License Rights and ceasing future use of the Licensed Trademarks pursuant to the terms and conditions of this License Agreement.

Termination for Cause. The Company may terminate the Executive's employment immediately for Cause for any term of employment, the Advisory Period (if any) and all of the following reasons: (i) an act Company's obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for "cause" but only if the term of employment or acts any Advisory Period has not previously been terminated pursuant to any other provision of dishonesty or fraud on this Agreement. Termination by the part Company for "cause" shall mean termination by action of the Executive resulting Company's Board of Directors, or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense a committee thereof, because 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 (treating a nolo contendere plea as a conviction) of a felony (whether or not any crime involving moral turpitude, (ivright to appeal has been or may be exercised) habitual neglect or insubordination (defined as willful refusal without proper cause to execute perform his obligations under this Agreement or carry out directions from because of the Board or its duly appointed designees) where Executive's breach of any of the covenants provided for in Section 9. Such termination shall be effected by written notice thereof delivered by the Company to the Executive has been given written notice and shall be effective as 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 date of such notice; provided, however, that if (i) such termination is because of the Executive's willful refusal without proper cause to perform any one or (v) a material breach by the Executive of any more of his obligations under this Agreement, (ii) such notice is the Lydall Employee 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 first such notice of termination specifying in reasonable detail for any reason delivered by the circumstances constituting Company to the Executive under this Section 4.1, and (iii) within 15 days following the date of such Causenotice the Executive shall cease his refusal and shall use his best efforts to perform such obligations, the termination shall not be effective. In the event of such termination of by the Executive's employment Company for Causecause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligations to the Executive shall be entitled to receive only other than (i) his base salary pursuant to Section pay Base Salary and make credits of deferred compensation as provided in Sections 3.1 earned and 3.3, or to pay Advisory Period compensation, if applicable, accrued through the effective date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salarytermination, (ii) to pay any other compensation and benefits annual bonus pursuant to Section 3.2 to the extent actually earned by the Executive under any other benefit plan or program in respect of the Company calendar year prior to the calendar year in which such termination is effective, in the event such annual bonus has been determined but not yet paid 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) with respect to any reimbursement rights the Executive has in respect of amounts owing under credited to the Trust Account or pursuant to any insurance or other benefit plans or arrangements of the Company maintained for the benefit of its senior executives. The Executive hereby disclaims any right to receive a pro rata portion of the Executive's annual bonus with respect to the year in which such termination occurs. The fourth sentence of Section 43.3 and the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall survive any termination pursuant to this Section 4.1.

Termination for Cause. The Company Employee’s employment may terminate be terminated by Employer for “Good Cause”, as described below. Upon such termination, Employer’s obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty days of such termination (or sooner if required by law), any Accrued Compensation as of the Executive's employment immediately for Cause for time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. “Good Cause” includes, but is not limited to any one or more of the following occurrences: (a) Employee’s breach of any of the following reasons: covenants contained in this Agreement; (ib) Employee’s conviction or entry of a plea of guilty or nolo contendere for any crime involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; (c) Employee’s commission of an act of fraud, whether prior or acts subsequent to the date hereof, upon any of dishonesty the Companies or fraud any customer of any of the Companies; (d) Employee’s willful failure or refusal to perform his duties as required by this Agreement, provided that, the termination of Employee’s employment pursuant to this subparagraph (d) shall not constitute valid termination for Good Cause unless Employee shall first have received written notice from the President stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen days to correct the act or omission complained of; (e) gross negligence, theft of any property of any of the Companies, or the theft of any property of any customers or suppliers, material violation by Employee of any duty of loyalty to Employer, or any other material misconduct on the part of Employee; or (f) material violation of any employee policy manual promulgated by Employer as in effect at that time, including, without limitation, the Executive resulting receipt of any kick-back or intended to result directly side payment from any customer, supplier or indirectly in substantial gain or personal enrichment to which vendor. Notwithstanding the Executive was not legally entitled at the expense foregoing, termination of Employee’s employment by resignation shall be deemed a termination for Good Cause and shall be effective as 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the effective date of such termination resignation, but acceptance of employment plus his base salary for the period such resignation by Employer shall not be deemed a waiver of any vacation time earned but not taken for right of Employer or the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive Companies under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4this Agreement.

Termination for Cause. The Notwithstanding anything contained in this Agreement to the contrary, the Company may shall have the right to terminate the Executive's employment immediately for Cause for of Executive upon the occurrence of any of the following reasons: events (iwhich events shall constitute “Cause” for termination): (a) an act Executive shall commit any breach or acts violation of dishonesty any of Executive’s representations or fraud on the part covenants under this Agreement, which breach continues for a period 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 ten (10) days following notice thereof from the Company (except in the event of a breach of any provision of Article III, which shall require no notice to Executive prior to termination); (b) Executive shall willfully and continually fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or any of its subsidiaries; (iimental illness) a willful material breach which failure has continued for at least 30 days following receipt by the Executive of his written notice specifying the failure to substantially perform; (c) Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Executive’s receipt of written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board; (d) Executive shall, in the performance of Executive’s duties or responsibilities under this Agreement resulting Agreement, engage in demonstrably material injury to the Company or any act of its subsidiaries; (iii) the Executive's conviction of a felony or any crime misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (ive) habitual neglect Executive shall violate or insubordination willfully refuse to obey the lawful and reasonable instructions of the President and/or Board of the Company, provided that such instructions are not in violation of this Agreement; (defined as refusal f) Executive shall become disabled during the Term (Executive shall be deemed to execute be disabled if Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or carry out directions from without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period); (g) Executive shall die during the Board Term of this Agreement. An act or its duly appointed designeesfailure to act is considered “willful” if done or not done with an absence of good faith and without a reasonable belief that the act or failure to act was in the best interests of the Company. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a), (b) where the or (c) under circumstances in which Executive has been given written is entitled to notice of the acts breach (or omissions constituting such neglect or insubordination failure) and the Executive has failed to cure such conduct, where susceptible an opportunity to cure, within thirty days following such notice, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or (v) a material breach by failure to the Executive reasonable satisfaction of any of his obligations under the Lydall Employee 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 CauseCompany. In the event of such termination of the Executive's employment for “Cause”, the Executive shall not be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) severance payments or any other compensation and benefits to the extent actually earned by the Executive payments under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4this Agreement.

Termination for Cause. The Company MSF may terminate the Executive's employment immediately this Agreement for Cause for any of the following reasons: (i) an act Cause, immediately, and without prior written notice or acts of dishonesty or fraud further liability on the part of MSF. The following shall constitute “Cause” for such termination: (a) the Executive resulting existence of any unsafe condition at a RERP Site that MSF in good faith attributes to the actions or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense inactions of the Company or any of its subsidiariesRiderCoach / RiderCoach Trainer; (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; (iiib) the Executive's conviction of the RiderCoach / RiderCoach Trainer for a felony or any crime involving moral turpitude, deceipt, dishonesty or fraud; (ivc) habitual neglect any action or insubordination inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause harm to MSF or any Affilliate of MSF; (defined as refusal d) the RiderCoach / RiderCoach Trainer’s gross negligence or willful misconduct with respect to execute MSF or carry out directions from any Affilliate of MSF; (e) the Board or its duly appointed designeesRiderCoach / RiderCoach Trainer’s willful and continued failure to substantially perform (other than by reason of a disability) where the Executive has been given written notice RiderCoach / RiderCoach Trainer’s duties and responsibilities in connection with MSF RiderCourses and/or this Agreement; (f) any substantial breach of the acts or omissions constituting such neglect or insubordination and Rules of Professional Conduct, which are incorporated into this Agreement; (g) any intentional act by the Executive has failed to cure such conductRiderCoach / RiderCoach Trainer involving dishonesty, where susceptible to curedeceit, within thirty days following such noticefraud, moral turpitude, misconduct, breach of trust, or acts intentionally against the financial or business interests of MSF; (vh) a the RiderCoach / RiderCoach Trainer’s use of illegal drugs, alcohol, cannabis, or opioids, or possession of illegal drugs at the RERP Site; (i) the RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or training-related investigations and/or legal matters as requested by MSF; and/or (j) the material breach by the Executive RiderCoach / RiderCoach Trainer of any of his obligations under the Lydall Employee 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 provision of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Agreement.

Termination for Cause. The Company may terminate the Executive's employment immediately for Cause for any of the following reasons: (i) an act The Company shall have the right to terminate Executive’s employment with the Company at any time for “Cause”, which shall include, but is not limited to, the following: (A) Executive is convicted of or acts of dishonesty Executive pleads guilty or fraud on the part of the nolo contendere to, any felony, or Executive resulting is convicted of, or intended to result directly Executive pleads guilty or indirectly in substantial gain nolo contendere to, any crime or personal enrichment to which the Executive was offense (whether or not legally entitled at the expense of involving the Company or any of its subsidiaries; affiliates) either (iiA) constituting a willful crime of moral turpitude that is punishable by imprisonment in a state or federal correction facility, or (B) involving acts of theft, fraud or embezzlement; (B) Executive’s misconduct that causes material breach by harm to the Executive Company’s business reputation, or commission of his duties a material act of dishonesty involving the Company or responsibilities under this Agreement resulting in demonstrably material injury its affiliates; (C) Material fraud with respect to the Company or any of its subsidiaries; affiliates; (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 (vD) a material breach by the Executive of any of his obligations under this Agreement or any other written agreement with the Lydall Employee Agreement executed by Company, which Executive fails to cure within 30 days after receipt of written notice of such breach; and (E) breach of the Company’s policies or procedures which causes, or could reasonably be expected to cause, material harm to the Company or its affiliates, which Executive and attached hereto as Exhibit A. The fails to cure within 30 days after receipt of written notice of such breach. (ii) If the Company shall exercise its right to terminate the terminates Executive's ’s employment for Cause by giving the at any time, then: (A) 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, the Executive shall will not be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date pay in lieu of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) notice or any other such compensation, and all compensation and benefits payable to the extent actually earned by the Executive under any other benefit plan or program this Agreement terminate on Executive’s date of termination, and (B) the Company agrees to pay Executive the Base Salary and benefits under Section 4(a) and Section 4(e) that have accrued 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 amounts owing under Section 4termination.

Termination for Cause. The Company may Studio shall have the right to terminate this Agreement at any time for cause. As used herein, the Executive's employment immediately for Cause for any of the following reasons: term “cause” shall mean (i) an act misappropriation of any material funds or acts property 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 Studio or any of its subsidiariesrelated companies; (ii) a willful failure to obey reasonable and material breach orders given by the Chief Executive Officer of his duties Studio or responsibilities under this Agreement resulting in demonstrably material injury to by the Company or any board of its subsidiariesdirectors of Studio; (iii) the Executive's any material breach of this Agreement by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or any a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (ivvi) habitual neglect or insubordination material non-compliance with established Studio policies and guidelines (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has after which you have been given written notice informed in writing of the acts or omissions constituting such neglect or insubordination policies and the Executive has guidelines and you have failed to cure such conduct, where susceptible to cure, within thirty days following non-compliance); provided that in each such notice, case (other than (i) or (viv) or a material breach by willful failure in (ii) or repeated breaches, failures or acts of the Executive of any of his obligations under the Lydall Employee 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 same type or nature) prompt written notice of termination such cause is given to you by specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of facts giving rise thereto and that continuation thereof will result in termination of employment, and such base salary to be paid at cause is not cured within ten (10) business days after receipt by you of the normal time for first such notice. If you are terminated as set forth in this Paragraph 11, then payment of such base salarythe specified Base Salary and any additional noncontingent cash compensation (including, (iiwithout limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) any other compensation and benefits to the extent actually theretofore earned by the Executive under any other benefit plan or program you shall be payment in full of the Company as of the date of such termination of employmentall compensation payable hereunder. If Studio terminated you hereunder, such compensation and benefits to be then you shall immediately reimburse Studio for all paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4but unearned sums.

Termination for Cause. The Company may at any time terminate the Executive's employment immediately hereunder for Cause for any cause. For purposes 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 and subject 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 opportunity to cure such conductto the extent provided in Section 4.c. hereof, 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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right have "cause" 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 hereunder if such termination of shall be the result of: (1) Fraud in connection with the Executive's employment for Cause, performance hereunder; (2) Dishonesty in connection with the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits Executive's performance hereunder except to the extent actually earned the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the Executive under to perform his material duties hereunder or any other benefit plan material breach by Executive of this Agreement; (4) The failure by the Executive to follow, in a material manner, the lawful directions of or program policies established by the Board of Directors or the Chief Executive Officer of the Company as unless the tasks are of the date type which could not reasonably be required of Executive pursuant to this Agreement; (5) The conviction for, or plea of nolo contendere to, a charge of commission of a felony or crime involving moral turpitude; (6) The Executive's performance of any services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with respect to controlled substances only, to the extent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such termination of employmentcontrolled substance was used only in accordance with said doctor’s instructions, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iiic) taking such controlled substance does not and did not adversely affect Executive’s job performance during more than a de minimis period of time; or (7) The Executive acting in a manner, which damages or could reasonably be expected to damage the business or reputation of the Company. The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for “cause” and the failure of any reimbursement amounts owing breach, event, crime, behavior, act, inaction or occurrence to constitute “cause” under any paragraph of this Section 44.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting “cause” under a different paragraph of this Section 4.a.

Termination for Cause. The Company may terminate the Executive's ’s employment immediately for Cause for any Cause. For purposes of this Agreement, “Cause” means the following reasonsExecutive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the 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 or fraud on the part of resulting in material personal gain to 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 subsidiariesCompany; (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) is indicted for, 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 Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Executive Company’s Code of any Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. job performance hereunder. The Company shall exercise its right to terminate the Executive's ’s employment for Cause by giving the Executive him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of 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 ’s employment for Cause, the Executive shall be entitled to receive only (iA) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii3(a) and any other compensation and benefits to the extent actually earned by the Executive pursuant to this Agreement or under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such salary, compensation and or benefits and (iiiB) any amounts owed under the reimbursement amounts owing under policy of Section 45.

Termination for Cause. The Company may terminate the Executive's ’s employment immediately for Cause for any of the following reasons: “Cause” if Executive: (i) an act is convicted of or acts of dishonesty or fraud on the part of the Executive resulting or intended pleads nolo contendre 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; a felony; (ii) commits fraud or a willful material breach by the Executive of his duties act or responsibilities under this Agreement resulting in demonstrably material injury omission involving dishonesty with respect to the Company or any of its subsidiaries; respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's conviction of a felony ’s employment by the Company (except where due to physical or any crime involving moral turpitude, mental incapacity); (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 noticeengages in willful misconduct, or a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of Company policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach by the Executive of any of his Executive’s material obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right this Agreement, including but not limited to Section 8. A decision to terminate the Executive's ’s employment for Cause must be made, if at all, by the affirmative vote of a majority of the members of the Board (not including Executive) at a meeting of the Board called and held for such 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 engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Board will provide 30 days written notice to Executive of its intent to terminate Executive for Cause, with an explanation of the reason(s) for the termination for Cause, and if Executive cures the act or omission within the 30 day notice period, the Board will rescind the notice of termination and Executive’s employment will not be terminated for Cause at the end of the 30 day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Board will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. Unless Executive receives 30 days notice and an opportunity to cure under this Section, Executive’s termination for Cause will be effective immediately upon the Board’s mailing or transmitting written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination to Executive. For purposes of this Section 5A., an action or inaction shall not be treated as “willful misconduct” if authorized by the Board or taken in the good faith belief that it was in, or not opposed to, the best interests of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Company.

Termination for Cause. The Company may Blockbuster may, at its option, terminate the Executive's your employment immediately under this Agreement forthwith for Cause for and thereafter will have no further obligations under this Agreement, including, without limitation, any of the following reasonsobligation to pay Salary or Bonus or provide benefits. Cause will mean: (i) an act Your conviction of or acts of entry into a plea bargain or settlement which admits your guilt for a felony involving moral turpitude, dishonesty or fraud on the part a breach 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 trust regarding Blockbuster or any of its affiliates or subsidiaries; (ii) a willful material breach by Your disparagement of the Executive business or affairs of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company Blockbuster or any of its affiliates or subsidiaries; (iii) the Executive's conviction Your commission of a felony any act of theft, dishonesty, fraud, embezzlement, misappropriation or any crime involving moral turpitude, other act or omission that is materially injurious to Blockbuster or any of its affiliates or subsidiaries regardless of whether a criminal conviction is obtained; (iv) habitual neglect Your failure to perform, or insubordination gross negligence or misconduct in the performance of the duties and services required by this Agreement; (defined v) Your failure to devote substantially all of your business time to Blockbuster’s business affairs (excluding failure due to illness, incapacity or incidental civic activities), which failure is not remedied within a reasonable time after written demand is delivered by Blockbuster, identifying the manner in which Blockbuster believes that you have failed to devote substantially all of your business time to Blockbuster’s business affairs; (vi) Your violation of the Business Conduct Statement or other business or ethics policy as refusal Blockbuster may adopt from time to execute time; (vii) Your knowing or carry out directions willful violation of any federal or state securities laws; (vii) Your unauthorized disclosure of Confidential Information; (ix) Your failure to obey a material lawful directive that is appropriate to your position from the Board an executive(s) in your reporting line; or its duly appointed designees(x) where the Executive has been given your material breach of this Agreement. If Blockbuster does not give a prompt written notice of termination to you after learning of the acts or omissions constituting such neglect or insubordination and the Executive occurrence of an event giving rise to Cause, in no way 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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise Blockbuster waived its right to terminate the Executive's employment you for Cause by that event or any subsequent event giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such rise to Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. The (a) In the event that the Company may provides Executive with written notice terminating his employment for "Cause", as defined in Section 6(b), all compensation to Executive pursuant to Section 4 in respect of periods after such discharge shall terminate immediately upon such termination, and the Executive's employment immediately for Cause for Company shall have no further obligations with respect thereto, nor shall the Company be obligated to pay Executive termination pay under Section 8 or any accrued but unpaid incentive compensation. (b) For the purposes of the following reasons: this Agreement, "Cause" shall mean (i) the commission by Executive of an act of fraud, embezzlement, theft or acts willful breach of dishonesty or fraud on the part of the Executive resulting or intended a material fiduciary duty 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 (including the unauthorized disclosure of confidential or any proprietary information of its subsidiariesmaterial significance concerning the Company); (ii) a willful material breach the commission by the Executive of his duties a breach of any material covenant, provision, term, condition, understanding or responsibilities under undertaking set forth in this Agreement resulting in demonstrably material injury to the Company or any of its subsidiariesAgreement; (iii) the commission by Executive (other than in Executive's conviction capacity as an agent of the Company) of a crime constituting a felony under applicable law (or any crime involving moral turpitude, a plea of nolo contendere in lieu thereof); (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 exposure of the acts or omissions constituting such neglect or insubordination and Company to any criminal liability substantially caused by the conduct of Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such noticewhich results, or may reasonably be expected to result, in a material adverse effect upon the Company's business, operations, financial condition or results of operations or is reasonably expected to cause a material difficulty in obtaining registration for the Company's products; (v) a material breach by the Executive of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program exposure of the Company as of the date of such termination of to any civil liability caused by Executive's unlawful harassment in employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and ; (iiivi) any reimbursement amounts owing habitual absenteeism, gross negligence, bad faith or willful misconduct by Executive in the performance of Executive's duties to the Company which conduct results in a material detriment to the Company; (vii) the continued, repeated, intentional and willful refusal to perform the duties associated with Executive's position with the Company, which is not cured within 15 days following notice to Executive; or (viii) Executive's habitual abuse of alcohol or any controlled substance or Executive's reporting to work under Section 4the influence of alcohol or a controlled substance (other than those for which Executive is taking under a current prescription), but expressly excluding (with respect to consumption of alcohol only) occasions in which Executive participates in work related socializing or entertaining.

Termination for Cause. The Company may terminate A. If either party (the Executive's employment immediately for Cause for any "Defaulting Party") becomes insolvent; if the other party (the "Insecure Party") has evidence that the Defaulting Party is not paying its bills when due without just cause; if a receiver of the following reasons: (i) an act Defaulting Party's assets is appointed; if the Defaulting Party takes any step leading to its cessation as a going concern; or acts of dishonesty if the Defaulting Party either ceases or fraud suspends operations for reasons other than a strike, then the Insecure Party may immediately terminate this Agreement on written notice to the part Defaulting Party unless the Defaulting Party immediately gives adequate assurance of the Executive resulting future performance of this Agreement by establishing an irrevocable letter of credit -- issued by a U.S. bank acceptable to the insecure Party, on terms and conditions acceptable to the insecure Party, and in 1an amount sufficient to cover all a mounts potentially due from the Defaulting party under this Agreement -- amount sufficient to cover all amounts potentially due from the Defaulting Party under this Agreement -- that may be drawn upon by the Insecure Party if the Defaulting Party does not fulfill its obligations under this Agreement in a timely manner. If bankruptcy proceedings are commenced with respect to the Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Defaulting Party assumes or intended rejects this Agreement pursuant to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense Section 365 of the Company Bankruptcy Code or any similar or successor provision. Any such suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection shall not be a breach of this Agreement and shall not affect the Insecure Party's right to pursue or enforce any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities rights under this Agreement resulting in demonstrably material injury or otherwise. B. If either party (the "Defaulting Party") refuses, neglects, or fails to perform, observe or keep an of the Company covenants, agreements, terms or any of conditions contained herein on its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitudepart to be performed, (iv) habitual observed and kept, and such refusal, neglect or insubordination failure continues for a period of thirty (defined as refusal to execute or carry out directions from 30) days after written notice (except in the Board or its duly appointed designees) case of any payments due where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed period to cure such conductnonpayment shall be five (5) days after notice) to the Defaulting Party thereof, where susceptible then without prejudice to cureany other rights or remedies of the other party, within thirty days following such noticethis Agreement shall, at the option of the non-defaulting party, terminate as of the expiration of the notice period. Notwithstanding anything to the contrary herein, in the event Customer is the Defaulting Party, the Galileo may, at its sole option and without prejudice to any other of its rights or (v) a material breach by remedies, reduce or restrict provision or services provided under the Executive Agreement without termination of the Agreement. C. The right of either party to require strict performance and observance of any of his obligations under the Lydall Employee this Agreement executed shall not be affected in any way by the Executive and attached hereto as Exhibit A. The Company shall exercise any previous waiver, forbearance or course of dealing. Exercise by either party of its right to terminate the Executiveunder this Agreement shall not affect or impair its right to bring suit for any default or breach of this Agreement. All obligations of each party that have accrued before termination or that are of a continuing nature shall survive termination. D. If this Agreement includes more than one location and if Customer'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 Causedefault or breach relates to fewer than all locations, the Executive shall be entitled then Galileo may, at its sole option, exercise its rights under this Article to receive terminate this entire Agreement or only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits with respect to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iiilocation(s) any reimbursement amounts owing under Section 4involved.

Termination for Cause. The Company may terminate Corporation shall have no obligation to make payments of any kind or grant Options to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment immediately with the Corporation is terminated on account of the Executive's discharge for Cause cause. For purposes of this paragraph 5, the Executive shall be considered terminated for any "cause" if he is discharged by the Corporation on account of the occurrence of one or more of the following reasons: events: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting becomes addicted to drugs 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; alcohol; (ii) a willful material breach by the Executive discloses confidential information in violation of his duties paragraph 4(a) or responsibilities under this Agreement resulting engages in demonstrably material injury competition in violation of paragraph 4(b) to the Company or any detriment of its subsidiaries; the Corporation and/or Thane; (iii) the Executive's conviction Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation; (iv) the Executive is convicted of a felony or any crime involving moral turpitude, (ivother than a felony resulting from a minor traffic violation); (v) habitual neglect or insubordination the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (defined as refusal A) written notice has been given to execute or carry out directions from the Executive by the Board or its duly appointed designeesthat it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) where the Executive has been given written a period of thirty (30) days after such notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conductmisconduct. However, where susceptible to cure, within thirty days following such notice, no notice or (v) a material breach by the Executive of any cure period shall be required if Executive's disregard of his obligations under duties has materially and adversely affected the Lydall Employee Agreement executed by Corporation and/or Thane; (vi) any event of willful misconduct to the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate extent that, in the reasonable judgment of the Board, the Executive's employment for Cause by giving credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive written notice commits an act of termination specifying in reasonable detail fraud against the circumstances constituting such Cause. In the event Corporation and/or Thane, violates a duty of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits loyalty to the extent actually earned by the Executive Corporation and/or Thane as defined under any other benefit plan Florida law 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 amounts owing under Section 4violates paragraph 2.

Termination for Cause. The Company Blue Rhino 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 at 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 Lydall Employee 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 time for Cause, the Executive in which case Employee shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned Base Salary accrued and unpaid through the date of such termination in full satisfaction of employment plus his base salary for Blue Rhino's obligations to Employee under this Agreement. Any of the period following shall constitute "Cause" i. Any material breach by Employee of any vacation time earned but of the terms of this Agreement where such breach is not taken for the year of termination of employment, such base salary to be paid at the normal time for payment cured within five (5) days after written notice of such base salary, (breach is delivered to Employee; ii) . Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any other compensation and benefits customer or potential customer to the extent actually earned by that in the Executive reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; iii. Conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other benefit plan crime; iv. Intentional misappropriation of property belonging to Blue Rhino; v. Illegal business practices in connection with Blue Rhino that could have an adverse effect on Blue Rhino or program its business or reputation; vi. Excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one opportunity to avoid excess absences; or vii. Willful failure of Employee to obey directions of the Company board of directors of Blue Rhino, the president or chief executive officer of Blue Rhino, consistent with his duties as described in paragraph 1 hereof, provided Blue Rhino first gives written notice to Employee of such failure, and Employee, does not cure such failure within five (5) days of the date delivery 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 amounts owing under Section 4notice.

Termination for Cause. The Company may terminate Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in 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 performance of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company Agreement, (b) conviction for any felony involving fraud, dishonesty or any of its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitude, (ivc) habitual neglect or insubordination material breach of any material provision of this Agreement that remains uncured ten (defined as refusal to execute or carry out directions 10) days following receipt by Executive from the Board or its duly appointed designees) where the Executive has been given Company of written notice thereof, unless such breach is of the acts or omissions constituting such neglect or insubordination and the Executive has failed a kind not susceptible to cure within such conductten (10) day period, where 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 curecure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within thirty days 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 (vg) a material breach by 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 of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right not be deemed to terminate the Executive's employment have been terminated for Cause by giving the Executive written unless and until there shall have been delivered to him a notice of termination which shall include a statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in reasonable detail detail. Executive shall not have the circumstances constituting such Cause. In the event of such right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Executive's employment Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of the Termination Date for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for unless payment of such compensation and or benefits and (iii) is expressly prohibited by the terms of any reimbursement amounts owing under Section 4plan, program or agreement governing such compensation or benefits.

Termination for Cause. The Company may shall have the right to terminate the Executive's employment immediately at any time for Cause for any by giving Executive written notice of the following reasons: effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the Company shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this or any other agreement and at law or in equity. For purposes of this Agreement only, Cause shall mean: i) an fraud, misappropriation, embezzlement, or other 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 material misconduct against the Company or any of its subsidiaries; (affiliates; ii) a substantial and willful material breach by the Executive failure to perform specific and lawful directives 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 designeesany Supervising Officer, as reasonably deter- mined by the Board; iii) where willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; iv) conviction of or plea of guilty or nolo contendere to a felony; v) Executive's loss of any personal gaming or related regulatory approval or license required to perform his duties under this Agreement; or vi) a final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of even date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the Board has been given him reasonable written notice of its intended actions and specifically de- scribing the acts alleged events, activities or omissions constituting such neglect giving rise thereto and with respect to those events, activities or insubordination and the Executive has failed omissions for which a cure is possible, a reasonable opportunity to cure such conductbreach; and provided, where susceptible further, that for purposes of determining whether any such Cause is present, no act or failure to cure, within thirty days following such notice, or (v) a material breach act by the Executive of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary considered "willful" if done or omitted to be paid at done by Executive in good faith and in the normal time for payment of reasonable belief that such base salary, (ii) any other compensation and benefits to act or omission was in the extent actually earned by the Executive under any other benefit plan or program best interest 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 amounts owing under Section 4and/or required by applicable law.

Termination for Cause. The Company may terminate Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in 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 performance of his duties or responsibilities under this Agreement, (b) 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, (c) material breach of any material provision of this Agreement resulting in demonstrably material injury to that remains uncured ten (10) days following written notice thereof from the Company to Executive , 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 such written notice by the Company, (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 written notice thereof from the Company, 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 such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any of its subsidiaries; customer, agent, or employee thereof, or (iiif) the Executive's conviction of a felony or any crime involving material dishonesty, moral turpitude, (iv) habitual neglect fraud or insubordination (defined as refusal misrepresentation with respect to execute his material duties under this Agreement. For purposes hereof, no act or carry out directions from failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the Board action or its duly appointed designees) where omission was in the Executive has been given written notice best interest of the acts or omissions constituting such neglect or insubordination and Company. Notwithstanding the foregoing, Executive has failed shall not be deemed 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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment have been terminated for Cause by giving the Executive written unless and until there shall have been delivered to him a notice of termination which shall include a written statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in reasonable detail detail. Executive shall not have the circumstances constituting such Cause. In the event of such right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Executive's employment Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of the Termination Date for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for unless payment of such compensation and or benefits and (iii) is expressly prohibited by the terms of any reimbursement amounts owing under Section 4plan, program or agreement governing such compensation or benefits.

Termination for Cause. The Company may shall have the right to terminate the Executive's ’s employment immediately with the Company at any time without notice for Cause Cause. “Cause” for termination shall be deemed to exist if any of the following reasonscircumstances exist in the reasonable judgment of the Company: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting has committed or intended to result directly engaged in intentional misconduct or indirectly gross negligence in substantial gain or personal enrichment to which the exercise of his duties under this Agreement; (ii) the Executive was not legally entitled at the expense has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its subsidiariesaffiliates; (iiiii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a willful 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 his duties Sections 6.2 (i)-(vi) or responsibilities under this Agreement resulting (viii) shall constitute Cause for termination even in demonstrably material injury to the Company absence of such written notice; or any of its subsidiaries; (iiiviii) 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 adequately perform the material breach by the Executive of any duties of his obligations under the Lydall Employee 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 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 termination specifying in reasonable detail the circumstances constituting Board of Directors, the inadequate performance within such Cause30 days. In the event of such termination of the Executive's ’s employment is terminated at any time for Cause, the Executive shall be entitled to will not receive only (i) his base salary pursuant to Section 3.1 earned through any Severance Pay, the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employmentCOBRA Benefit, such base salary to be paid at the normal time for payment of such base salary, (ii) or any other such compensation or benefits, except for accrued but unpaid salary and benefits to accrued but unused vacation in accordance with the extent actually earned by the Executive under any other benefit plan or program policy 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 amounts owing under Section 4Company.

Termination for Cause. The Company a) Both parties are entitled – at their own option - to terminate this Agreement prematurely for just cause with or without notice. Just cause shall be presumed in particular in cases where one party 1) becomes insolvent or – voluntarily or involuntarily - applies for insolvency or bankruptcy proceedings of any kind; 2) breaches this Agreement so substantially or with such a lasting effect that the non-breaching party cannot be expected to adhere to this Agreement until the end of the cancellation period; 3) repeats a breach of this Agreement or does not cease a continued breach within two weeks despite written admonition. b) Moreover, MANUFACTURER 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 prematurely – at its own option - with or without notice in demonstrably material injury cases where 1) DISTRIBUTOR fails to meet 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 annual minimum quantities as refusal to execute or carry set 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 in Clause 8 herein by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company more than 20%. MANUFACTURER shall exercise its have no right to terminate the Executive's employment for Cause by giving Agreement if DISTRIBUTOR proves that the Executive written notice failure to meet the minimum quantities was occurred with no fault of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only his own; 2) if DISTRIBUTOR is either (i) his base salary pursuant to Section 3.1 earned through in default for more than 60 calendar days in accepting any or all of the date Products ordered and does not correct such default after receipt of a warning letter pointing out such default and demanding correction of such termination of employment plus his base salary for the default within a reasonable period of any vacation time earned but not taken for and stating MANUFACTURER’s intention to terminate the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, Agreement otherwise or (ii) is repeatedly (at least twice) in default for more than 60 calendar days in accepting any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program all of the Company as Products ordered and has received above mentioned warning letter after the previous default. DISTRIBUTOR shall also be in default if the contract products have been ordered but cannot be delivered since their payment is not assured. MANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the default was occurred with no fault of his own; 3) the date shareholders or the management of DISTRIBUTOR have changed without MANUFACTURER’s prior written approval, even though this approval could have been obtained, and where MANUFACTURER refuses retroactive approval for factually justifiable cause. 4) MANUFACTURER shall exercise his right to terminate this Agreement prematurely at the latest 3 months after having knowledge 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 amounts owing under Section 4case.

Termination for Cause. The Company may terminate the ExecutiveEmployee's employment immediately for Cause for Cause, without any obligation to provide notice of termination or pay any amounts in lieu thereof, except to the extent required by applicable employment standards legislation. For purposes of this Agreement, "Cause" means any of the following reasonsfollowing: (i) an act following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's continued substantial violations of Employee's employment duties or acts willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company's belief that Employee has not substantially performed Employee's duties or willfully disregarded directives from the Managing Executive; (ii) the Employee's moral turpitude, dishonesty or fraud on gross misconduct in the part performance of Employee's duties or which has materially and demonstrably injured the Executive resulting finances or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense future business of the Company or any of its subsidiaries; (ii) Affiliates as 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 subsidiarieswhole; (iii) following fifteen (15) days advance written notice to the ExecutiveEmployee setting forth in reasonable detail the nature of the Cause, the Employee's conviction material breach of a felony this Agreement or any crime involving moral turpitude, the EPIA; (iv) habitual neglect the Employee's conviction of, or insubordination (defined as refusal to execute guilty plea to, any indictable offence or carry out directions from any other act of fraud, misappropriation, embezzlement, or the Board or its duly appointed designees) where like involving 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, Company's property; or (v) a material breach an act of wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Executive of any of his obligations under the Lydall Employee 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 Company; provided, however, that no such act or event described in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only clauses (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4of this paragraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or event during the applicable fifteen (15) day notice period.

Termination for Cause. The Company may shall have the right to terminate the this Agreement and Executive's employment immediately for Cause ’s employment, by written notice to Executive, for any of the following reasons: causes (ia “Termination for Cause”): (a) an act fraud or acts willful or intentional misrepresentation in connection with the Executive’s performance of dishonesty or fraud on his duties hereunder; (b) the part failure by the Executive to substantially perform his duties hereunder; (c) the failure by the Executive to follow the lawful directives of the Chief Executive resulting Officer and the Board; (d) willful or intended to result directly or indirectly in substantial gain or personal enrichment to which intentional conduct by the Executive was not legally entitled at that is detrimental to the expense of the Company Company’s reputation, goodwill or business operations in any of its subsidiaries; material respect; (iie) a willful material breach or threatened breach by the Executive of his duties or responsibilities under this Agreement resulting the restrictive covenants incorporated in demonstrably material injury to the Company or any of its subsidiaries; Section 4 hereof; (iiif) the Executive's ’s conviction for, or plea of nolo contendere to a charge of commission of, a felony or any crime involving moral turpitude, a violation of federal or state securities laws; or (ivg) habitual neglect or insubordination (defined as refusal to execute or carry out directions from a material breach of the Board or its duly appointed designees) where representations in Section 6.2 hereof. In no event shall the Executive has be considered to have been given terminated for “Cause” unless the Company delivers a written notice of termination to the Executive identifying in reasonable detail the acts or omissions constituting such neglect or insubordination “Cause” 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 provision of any of his obligations under the Lydall Employee this 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 Causerelied upon. In the event case where such acts or omissions are not capable of cure, the Executive’s termination will take effect upon his receipt of such notice. In the case where such acts or omissions are capable of cure, the Executive’s termination will take effect 15 days following his receipt of such notice if such acts or omissions are not cured by Executive by such date, provided the Company may suspend the Executive’s employment or place him on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Executive's employment Company to achieve earnings goals shall not constitute “Cause.” Upon any Termination for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employmentall payments, such base salary to be paid at the normal time for payment of such base salary, (ii) any contributions and other compensation and benefits to the extent actually earned by the Executive under Section 2 of this Agreement shall cease immediately, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any other benefit plan compensation already earned or program of the Company vested 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 amounts owing under Section 4that date.

Termination for Cause. The Company may terminate the Executive's employment immediately Executive for Cause cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the following reasons: following: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to Executive, provided, however, if Company declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. With the exception of the covenants included in paragraph 3 above, upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay to Executive (i) an act or acts Executive’s accrued but unpaid Annual Salary and the value of dishonesty or fraud on accrued but unused vacation pay through the part effective date 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 subsidiariestermination; (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 subsidiariesExecutive’s accrued but unpaid Annual Bonus, if any; (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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any reimbursement amounts owing under Section 4employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law.

Termination for Cause. The Company Either party may terminate this Agreement prior to its expiration for cause with thirty (30) Days prior written notice to the Executive's employment immediately for Cause for any non-terminating party as follows: (a) If SERVICERS or IPAYMENT become unable to perform its obligations under this Agreement or, specifically and without limiting the generality of the following reasons: foregoing, SERVICERS or IPAYMENT becomes unable to perform its obligations hereunder because of any applicable law or regulation, or any judgment, order, decree, or agency requirement; (b) If VISA or MasterCard does not approve, or objects to, the transactions contemplated hereby or imposes costs or requires changes in connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, however, requires an additional thirty (30) days after notice to cure. This additional time will permit an opportunity to negotiate with VISA or MasterCard and for the parties to renegotiate as to the manner in which to proceed; or (c) This Agreement, the transactions contemplated hereby or SERVICERS' participation therein is deemed or criticized by the Office of the Comptroller of the Currency or other regulatory agency to be unlawful, unsafe, and unsound or otherwise inappropriate. Notwithstanding the foregoing, (i) an act or acts SERVICERS and IPAYMENT reserve the right to immediately terminate this Agreement upon written notice for any breach 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 confidentiality obligations or any infringement of its subsidiariesSERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the other party; and (ii) a willful material breach by SERVICERS reserve the Executive of his duties or responsibilities under right to immediately terminate this Agreement resulting in demonstrably material injury to the Company upon written notice for any commission of any fraudulent or illegal activity of any of its subsidiaries; Sub Independent Sales Organization wherein either (iiiA) the Executive's conviction of a felony fraudulent or illegal activity is material and IPAYMENT has not taken immediate action to cease such activities upon 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 noticenotification, or (vB) a material breach by the Executive of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4VISA and/or MasterCard require immediate termination.

Termination for Cause. The Immediately following notice of termination for "Cause" (as defined below), specifying such Cause, given by the Company may terminate the Executive's employment immediately (termination pursuant to this Section 6.2 being referred to herein as termination for Cause for any of the following reasons: "Cause"). As used herein, "Cause" means (i) an act termination based on Consulting Executive's conviction or acts 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 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 willful misconduct that materially injures the Company (whether or any of its subsidiariesnot a felony); (ii) a willful material breach by Consulting Executive's substance abuse that in any manner interferes with the Executive performance of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiariesduties; (iii) the Consulting Executive's conviction failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of a felony the Board of Directors or any crime involving moral turpitude, Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (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 Consulting Executive's breach 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 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 material breach 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 Executive Board of any of his obligations under the Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program Directors of the Company as of the date after having first given thirty (30) days written notice to Consulting Executive of such termination of employmentdetermination, such compensation and benefits afforded Consulting Executive the opportunity to be paid and at heard by the normal time for payment full Board of such compensation and benefits and Directors. Notwithstanding any other provision in this Agreement, if Consulting Executive is terminated pursuant to subsection (iii) any reimbursement amounts owing under of this Section 46.2 for poor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the behavior upon which the threatened termination is based.

Termination for Cause. The Company may Company, upon a vote of the Company’s Board of Directors shall be entitled to immediately terminate the Executive's ’s employment immediately for Cause for in any of the following reasons: circumstances, each of which shall constitute "Cause" for such termination: (ia) an the breach by Executive, in any material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive’s duties hereunder other than a failure to perform resulting from death or Disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company; (b) the commission by Executive of any act of dishonesty, fraud, material misrepresentation or acts moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement 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 any funds of the Company or any of its subsidiaries; affiliates; (iic) a willful material breach the commission by the Executive of his duties any (1) willful misconduct or responsibilities under this Agreement resulting in demonstrably material injury to gross negligence, or (2) intentional act having the effect of, or that may have the effect of, injuring the reputation, business or business relationships of the Company or any of its subsidiaries; affiliates, and which intentional act the Board deems to not be in the best interests of the Company; (iiid) the Executive's entering by Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a felony crime (other than a routine traffic offense); (e) Executive’s abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company; (f) Executive’s deliberate disregard of any crime involving moral turpitude, lawful material rule or policy of the Company or order of the Company’s Board of Directors and failure to cure the same within ten (iv10) habitual neglect or insubordination (defined as refusal to execute or carry out directions days of written notice thereof from the Board or its duly appointed designeesCompany; or (g) where the Executive has been given Executive’s excessive absenteeism other than for reasons of illness, which such absenteeism is not cured after written notice from the Company with respect thereto. If Executive is terminated for any of the acts or omissions constituting such neglect or insubordination and causes referred to in the Executive has failed to cure such conductabove sub-paragraphs (a) through (g), where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his all obligations under the Lydall Employee 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, the Company under this Agreement shall automatically cease and Executive shall only be entitled to receive only (i) his base salary pursuant to Section 3.1 earned Executive’s then applicable Base Salary through the date of such termination of employment plus his base salary for the period of termination, any vacation time business expenses or fringe benefits otherwise due to Executive, and any Retention Bonus and/or Sales Bonus earned but by Executive and not taken for the year of termination of employment, such base salary yet paid. Executive shall not be entitled to be paid at the normal time for payment of such base any other salary, (ii) any other compensation and payments or benefits to the extent actually earned otherwise payable under this Agreement, except as otherwise required by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4law.

Termination for Cause. The Company Board, by vote of a majority of its members, may terminate the Executive's employment immediately of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be deemed to exist if, and only if: (i) Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of the following reasonshis authority hereunder: (i) an act any personal 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 policy disagreement between Employee and Employer, or any member of Employer or its subsidiariesBoard; or (ii) a willful material breach any action taken by the Executive of Employee in connection with his duties hereunder or responsibilities under this Agreement resulting any failure to act, if Employee acted or failed to act in demonstrably material injury good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Company or any of its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitudecontrary, (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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company if Employer 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 Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be entitled paid to receive only (i) his base salary pursuant to Section 3.1 earned Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. The Company Board, by vote of a majority of its members, may terminate the Executive's employment immediately of Employee with Employer at any time during the Term for Cause for any “Cause”. For purposes of the following reasons: this Agreement, “Cause” shall be deemed to exist if, and only if: (i) an act or acts of dishonesty or fraud on Employee shall engage, during 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 performance of his duties or responsibilities under this Agreement resulting hereunder, 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 dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance that result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such neglect breach by its nature, is incapable of being cured, or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within breach remains uncured for more than thirty (30) days following such noticereceipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), or (v) a material breach of this Agreement that involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the Executive generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his obligations under authority hereunder: (x) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (y) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the Lydall best interest of Employer, and Employee Agreement executed by has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Executive and attached hereto as Exhibit A. The Company contrary, if Employer 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 Employee hereunder for Cause, Employer shall give at least thirty (30) days prior written notice to Employee specifying in detail the Executive reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be entitled paid to receive only (i) his base salary pursuant to Section 3.1 earned Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for Severance Benefits, to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. The Company Employer may terminate the Executive's Employee’s employment immediately for Cause “cause” by written notice to Employee. For purposes of this Agreement, a termination shall be for “cause” if the termination results from any of the following reasons: events: (i) an act or acts Employee’s willful breach of dishonesty or fraud on any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the part nature 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; breach; (ii) a willful Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury and adverse to the Company interests, monetary or otherwise, of Employer or any subsidiary or affiliate of its subsidiaries; Employer; (iii) Unreasonable neglect or refusal to perform the Executive's conviction duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a felony or any crime involving any act of dishonesty, acts of 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 commission 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 a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, the Employer’s Chief Banking Officer, or the Employer’s Chief Executive Officer or authorized designee, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a material breach by rule or regulation of the Executive Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of his obligations under Employer. Notwithstanding any other term or provision of this Agreement to the Lydall contrary, if Employee’s employment is terminated for cause, Employee Agreement executed by the Executive shall forfeit all rights to payments and attached hereto as Exhibit A. The Company shall exercise its right benefits otherwise provided pursuant 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 Causethis Agreement; provided, the Executive however, that Base Salary shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned paid through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. 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 Lydall Employee 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 seven (7) days prior written notice of such termination. For purposes of this Agreement, "Cause" for termination specifying in shall mean (i) the willful failure or refusal to carry out the reasonable detail directions of the circumstances constituting such Cause. In Board, which directions are consistent with the event Executive's duties as set forth under this Agreement but which directions the Executive has failed to follow or implement within thirty (30) days after written notice of such termination failure, other than a failure resulting from the Executive's complete or partial incapacity due to physical or mental illness or impairment; (ii) a conviction for a violation of a state or federal criminal law involving the commission of a felony; (iii) a willful act by the Executive that constitutes gross negligence in the performance of the Executive's employment duties under this Agreement and which materially injures the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest; (iv) a material breach by the Executive of the terms of this Agreement, which breach has not been cured by the Executive within fifteen (15) days of written notice of said breach by the Company; (v) repeated unethical business practices by the Executive in connection with the Company’s business, which unethical business practices continue after fifteen (15) days after written notice thereof by the Company; (vi) habitual use of alcohol or drugs by the Executive; or (vii) violation of the Company’s Code of Ethics or similar code of business conduct adopted by the Company for its executive officers. Upon termination for Cause, the Executive shall not be entitled to receive only (i) his base payment of any compensation other than salary pursuant and benefits under this Agreement earned up to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of and any vacation time earned but not taken for the year of termination of employmentstock options, such base salary to be paid warrants or similar rights which have vested at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. The Company may terminate For purposes of this Agreement the Executive's employment immediately term "Cause" for Cause for reduction of the Base Salary or termination of the Term of Employment by Employer shall mean and include the occurrence of any of the following reasons: (i) an act or acts of dishonesty or fraud on events in the part good faith determination of the Executive resulting President or intended the Board: (a) The Employee has participated in embezzlement, theft, larceny or fraud, or has otherwise acted dishonestly with respect 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 Employer or any of its subsidiaries; Affiliates or engaged in gross negligence or willful misconduct in the performance of any of the duties and services required of Employee pursuant to this Agreement; (iib) The Employee has breached a willful material breach by the Executive fiduciary duty or duty of his duties loyalty or responsibilities under this Agreement resulting in demonstrably material injury fidelity owed to the Company Employer or any of its subsidiaries; Affiliates; (iiic) The Employee has materially defaulted in observing a published policy of the Executive's conviction Employer communicated to the Employee in writing and that remains in default for thirty (30) days following written notice of such default by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or any crime a misdemeanor involving moral turpitude; (e) The Employee has violated any law, regulation or ordinance of a governmental entity (ivother than traffic violations and similar minor offenses), but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of abuse, or has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to perform his duties hereunder; or (f) habitual neglect The Employee has failed to perform or insubordination (defined as refusal otherwise defaulted in any of the material terms of this Agreement or any duties assigned to execute Employee by the President or carry out directions from the Board or its duly appointed designeesas provided herein that remain in default for thirty (30) where the Executive has been given days following written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed default by Employer 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Employee.

Termination for Cause. The employment of the Employee may be terminated for Cause at any time by the Board; provided, however, that before the Company may terminate the Executive's Employee’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 reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within thirty days following such notice60-day period, or the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (vas defined in Section 9(a)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this Section 7(a), the Company shall pay to the Employee in a lump sum his then current Base Salary under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 9(b)). On termination pursuant to this Section 7(a), the Employee shall forfeit (i) his Bonus under Section 4(a)(2) for the year in which such termination occurs, and (ii) all outstanding but unvested Options and other options and rights relating to capital stock of the Company, and all shares of Restricted Stock that as of the termination date are still subject to the restrictions on transfer imposed by Section 4(a)(4) shall be subject to repurchase by the Company as provided in Section 4(a)(4). For purposes of this Agreement, Cause shall mean: (1) a material breach by the Executive of any of his obligations under the Lydall Employee terms of this 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 that is not immediately corrected following written notice of termination default specifying in reasonable detail the circumstances constituting such Cause. In the event breach; (2) a breach of such termination any of the Executive's employment for Causeprovisions of Section 12; (3) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the other managers of the Company, the Executive shall be entitled to receive only Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (i4) his base salary pursuant to Section 3.1 earned through the date conviction of such termination a felony; or (5) misappropriation of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits property belonging to the extent actually earned by the Executive under Company and/or any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4its affiliates.

Termination for Cause. The Company Catalina may terminate the Executive's your employment immediately for Cause for at any time if you engage in any of the following reasons: “Cause” activities below. However, if, in Catalina’s reasonable judgment, your misconduct can be cured, Catalina will give you written notice so that you will have an opportunity to cure the misconduct. If you do not do so within ten (10) business days, then you may be terminated for Cause. You can be terminated for “Cause” if you: (i) an act engage in willful, intentional, reckless, or acts grossly negligent misconduct the purpose or effect of dishonesty or fraud on the part which is to materially and adversely affect any member 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; Group; (ii) a willful material breach by the Executive of his duties falsify any work, personnel or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; company records; (iii) knowingly and without authorization take company funds or property or make unauthorized charges against any of the Executive's conviction of a felony or any crime involving moral turpitude, Group’s accounts; (iv) habitual neglect or insubordination (defined as refusal repeatedly refuse 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 perform your duties; (v) materially breach any of your obligations under this Agreement, the Change of Control Agreement or Catalina’s Code of Business Conduct & Ethics or the Service Agreement dated October 1, 2006 between you and Catalina Marketing UK Limited except because of a physical or mental illness, injury or condition; (vi) are convicted of, or you enter a plea of guilty or no contest to, a felony involving moral turpitude or materially violate any federal or state securities law; (vii) repeatedly and excessively use of alcohol or illegal drugs after Catalina’s Board of Directors (the “Board”) has warned you that your employment would be terminated if you continued such use; or (viii) engage in any other willful, intentional, reckless or grossly negligent misconduct or gross insubordination which impacts your ability to effectively perform your duties or ▇▇▇▇▇ the Group in a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right way. In considering whether 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 you for Cause, the Executive shall be entitled Board, or a person or committee designated by the Board, may exercise its discretion to receive only (i) his base salary pursuant conduct factual investigations and to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary interview you or other individuals that it determines to be paid at appropriate under the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4circumstances.

Termination for Cause. The Company may terminate (a) Employee’s employment under this Agreement shall be deemed to be terminated upon the Executive's employment immediately for Cause for occurrence of any of the following reasons: events that shall constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of such termination to Employee: (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 Employee’s conviction of a any felony or any a crime involving moral turpitude. (ii) Employee’s failure or refusal to follow, in any material respect, the lawful instructions of Employer or the bylaws, policies, standards or regulations of Employer, which from time to time may be established or changed, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer. (iii) Employee’s continued failure or refusal to faithfully and diligently perform, in any material respect, the usual and customary duties of Employee’s employment hereunder, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer. (iv) habitual neglect Employee’s conduct is fraudulent and such conduct is not cured within fifteen (15) days of receiving written notice to cure such conduct from Employer. No termination for Cause may occur unless a written notice under this Section 7(a) shall specify the alleged violations in sufficient detail as to apprise Employee of the default or insubordination failure, and Employer’s expectations of what Employee needs to do to cure same. (defined as refusal b) In the event that Employer fails to execute pay Employee any installment of the base salary or carry out directions from other amounts owed to Employee under Sections 3(a) through e) when due, and such non-payment is not cured within fifteen (15) days after Employee shall have notified Employer in writing of such non-payment, then Employee, provided that Employee is not in default with respect to any of Employee’s obligations under this Agreement, shall have the Board or its duly appointed designees) where the Executive has been given option to terminate Employee’s employment under this Agreement immediately upon Employee giving 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 Lydall Employee 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 to Employer, and Employee shall receive from Employer the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any severance pay and other compensation and benefits to the extent actually earned set forth in paragraph 2 of this Agreement, as though he had been terminated by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Employer without cause.

Termination for Cause. The Company may terminate 13.1 In the Executive's employment immediately for Cause for any event that either Party should commit a breach 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 obligations under this Agreement resulting in demonstrably material injury to the Company or any Agreement, and shall have not cured such breach within [***] days after receipt 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 breach from the acts or omissions constituting other Party, then such neglect or insubordination and other Party shall have 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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate this Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Executive's employment Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 In the event that either Party should become insolvent or make an assignment for Cause the benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be instituted against it or a receiver or trustee of its property should be appointed, then the other Party shall have the right to terminate this Agreement forthwith by giving written notice. 13.3 In the Executive event that PharmaForm is not able to manufacture the Product according to the Specifications stated in Appendix I or for any reason should be unable (including but not limited to cases of Force Majeure) to supply the Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), Corcept shall have the right to terminate this Agreement forthwith by written notice notice. The right to terminate is in addition to any other remedy available at law or in equity. 13.4 In the event that PharmaForm shall fail to promptly secure or renew any license, registration, permit, authorization, or approval necessary for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the right to terminate this Agreement immediately by written notice. 13.5 On termination specifying in or expiration of this Agreement, PharmaForm shall take reasonable detail measures to cease any ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or termination of this Agreement shall be without prejudice to any rights or obligations that accrued to the circumstances constituting benefit of either party prior to such Causeexpiration or termination. In the event of such any termination or expiration, PharmaForm shall promptly return (1) any remaining inventory of Compound or other materials received from Corcept (including the Corcept Starting Materials), (2) all remaining inventories of Product (subject to payment by Corcept of the Executive's employment applicable Price for Causesuch Product), the Executive shall be entitled to receive only and (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii3) any other compensation and benefits Product or material being stored for Corcept, to Corcept at Corcept’s expense, but not including the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4PharmaForm Starting Materials.

Termination for Cause. The Company may terminate Executive’s employment pursuant to the Executive's employment immediately 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 any cause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of the following reasonsthis Section 7.02, “cause” shall mean: (i) an act Executive is convicted of a felony which is directly related to Executive’s employment 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 business of the Company or any 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 its subsidiariesat least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) a willful material breach by the Executive of Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or responsibilities under this Agreement intentional misconduct resulting in demonstrably either case in direct material injury harm to the Company or any of its subsidiariesCompany; (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 conviction ’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 a felony 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 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, fraud, misrepresentation, or any crime involving other acts of moral turpitude, that would prevent the effective performance of his duties; and (ivvii) habitual neglect or insubordination Executive’s material breach of any obligations of Executive which remains uncured for more than ten (defined as refusal to execute or carry out directions from the Board or its duly appointed designees10) where the Executive has been given days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements 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) Section 10 of this Agreement shall constitute a material breach by the Executive of any of his obligations this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the Lydall Employee Agreement executed by the Executive applicable rules of procedure or statute have been determined 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4no further appeals are permissible.

Termination for Cause. The Company Employment Period may terminate be terminated by Employer for the Executive's employment immediately for Cause for following occurrences (“Cause”): (i) Employee’s material breach of any of the following reasons: covenants contained in Section 7 of this Agreement; (iii) an Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (whether felony or misdemeanor) (A) involving moral turpitude or punishable by imprisonment for more than one (1) year in the jurisdiction involved or (B) resulting in any imprisonment; (iii) Employee’s commission of any crime, act of fraud, embezzlement or theft upon or against (A) Employer or Parent in connection with his duties with Employer or in the course of his employment with Employer or otherwise, or (B) any third party whether prior to our subsequent to the date hereof; (iv) Employee’s continuing repeated failure or refusal to perform Employee’s duties as required by this Agreement (including, without limitation, Employee’s inability to perform Employee’s duties hereunder as a result of chronic alcoholism or drug addiction and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Employee’s employment by Employer), provided that termination of the Employment Period pursuant to this subsection (iv) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure or refusal and affording Employee at least thirty (30) days to correct the act or acts omission complained of; or (v) gross negligence, insubordination, material violation by Employee of dishonesty any duty of loyalty to Employer or fraud Parent, material violation of any of Employer’s or Parent’s written policies, disparagement of Employer or Parent or its affiliates or their respective businesses, or any other material misconduct 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 Employee, provided that termination of the Company or any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under Employment Period pursuant to 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 subsection (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment not constitute valid termination for Cause by giving the Executive unless Employee shall have first received written notice of termination specifying in reasonable detail from Employer or Parent stating with specificity the circumstances constituting such Cause. In the event nature of such termination of failure or refusal and affording Employee at least thirty (30) days to correct the Executive's employment act or omission complained of. Except as otherwise agreed between Parent and Employee in writing, if Employee is terminated for Cause, the Executive shall be entitled to receive only (i) his base salary all payments and benefits pursuant to Section 3.1 earned through this Agreement will cease immediately upon the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. The Company may terminate the ExecutiveTermination for Cause" shall mean termination of Employee's employment immediately for Cause for any by KMI because 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 Executivei)Employee's conviction of a felony which in the reasonable, good faith opinion of the Compensation Committee of the Board of Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. would have an adverse impact on the reputation or business of KMI or any crime involving moral turpitudeof its affiliates; (ii) subject to the notice provision's set forth below in this Section 2(a), Employee's willful refusal without proper legal cause to perform his duties and responsibilities; (iii) Employee's willfully engaging in conduct which Employee has reason to know is materially injurious to KMI or any of its affiliates; or (iv) habitual neglect subject to the notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives 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 standards established by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the ExecutiveKMI for Employee's employment for Cause by giving the Executive written notice of job position. Such termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled effected by notice thereof delivered by KMI to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to Employee and shall be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company effective as of the date of such notice; provided, however, that if such termination is pursuant to clause (ii) above and within seven (7) days following the date of employmentsuch notice Employee shall cease such refusal and shall use his or her best efforts to perform such duties and responsibilities, the termination shall not be effective; provided further, that termination pursuant to clause (iv) above shall not become effective unless Employee has been counseled about such compensation unacceptable performance and benefits coached to improve performance for at least forty-five (45) days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to be paid heard prior to effecting any termination under this section, and at the normal time KMI's failure to do so shall constitute Involuntary Termination and not Termination for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Cause.

Termination for Cause. The Company Board, by vote of a majority of its members, may terminate the Executive's employment immediately of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be deemed to exist if, and only if: (i) Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure; or (iv) The Securities and Exchange Commission, the Employer or another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a firm with which the Employee previously was associated, which proceedings (regardless of the underlying merits) the Employer believes in its sole discretion could be detrimental to the Employer or its reputation. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of the following reasonshis authority hereunder: (i) an act any personal 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 policy disagreement between Employee and Employer, or any member of Employer or its subsidiariesBoard; or (ii) a willful material breach any action taken by the Executive of Employee in connection with his duties hereunder or responsibilities under this Agreement resulting any failure to act, if Employee acted or failed to act in demonstrably material injury good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Company or any of its subsidiaries; (iii) the Executive's conviction of a felony or any crime involving moral turpitudecontrary, (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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company if Employer 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 Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be entitled paid to receive only (i) his base salary pursuant to Section 3.1 earned Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4termination.

Termination for Cause. The Company This Agreement may terminate the Executive's employment immediately for Cause for be terminated at any of time in accordance with the following reasons: provisions: (a) by written notice from Hoth to Voltron in the event of (i) an act a breach of any material term of this Agreement by Voltron that is not cured within ninety (90) calendar days after receipt by Voltron of written notice from Hoth specifying the nature of and basis for the asserted breach; provided, that if such breach cannot reasonably be cured within ninety (90) days, such breach shall be deemed cured if Voltron commences to cure such breach within such 90-day period and diligently thereafter pursues such cure, 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) the commencement by or against Voltron of any bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days after commencement; or (b) by written notice from Voltron to Hoth the event of (i) a willful breach of any material breach by the Executive term of his duties or responsibilities under this Agreement resulting in demonstrably material injury to by Hoth that is not cured within ninety (90) calendar days after receipt by Hoth of written notice from the Company or any specifying the nature of its subsidiariesand basis for the asserted breach; provided, that if such breach cannot reasonably be cured within ninety (iii90) the Executive's conviction of a felony or any crime involving moral turpitudedays, (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 breach shall be deemed cured if Hoth commences to cure such conduct, where susceptible to breach within such 90-day period and diligently thereafter pursues such cure, within thirty days following such notice, or (vii) a material breach the commencement by the Executive or against Hoth of any of his obligations under the Lydall Employee 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 Causebankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days after commencement. In the event of such termination of that Hoth fails to purchase the Executive's employment for CauseMembership Interests as provided in the MIPA, the Executive Voltron may immediately terminate this Agreement on written notice to Hoth and this Agreement shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date terminated and of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation no further force and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4effect.

Termination for Cause. The Company may terminate the Executive's Employee’s employment immediately hereunder for Cause for any effective immediately upon notice. For purposes of this Agreement, the following reasonsCompany shall have “Cause” to terminate the Employee’s employment hereunder: (i) an act or acts of dishonesty or fraud on if the part of Employee engages in conduct which has caused substantial and serious injury to 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 subsidiariesCompany; (ii) if the Employee is convicted of a willful material breach felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iii) for the Executive Employee’s repeated neglect of his duties hereunder or the Employee’s refusal to perform his duties or responsibilities under hereunder, as determined by the Company’s Board of Directors in good faith; (iv) for the Employee’s violation of this Agreement resulting in demonstrably or any other Agreement between the Employee and the Company; (v) chronic absenteeism; (vi) use of illegal drugs; (vii) insobriety by the Employee while performing his or her duties hereunder; (viii) any act of dishonesty or falsification of reports, records or information submitted by the Employee to the Company; (ix) Employee’s willful or reckless misconduct that causes material injury to the Company; and (x) the issuance of an injunction or other judicial relief against the Employee finding that the Employee has caused material injury to the Company or and enjoining the Employee from causing further material injury to the Company. Prior to any termination for Cause by the Company of its subsidiaries; the Employee’s employment hereunder (iii) other than for Cause which is not reasonably curable by the Executive's conviction of a felony or any crime involving moral turpitudeEmployee), (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where Company shall provide the Executive has been given Employee with 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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right intention so to terminate (the Executive's employment for Cause by giving the Executive written notice of termination specifying “Termination Notice”). The Termination Notice shall set forth in reasonable detail the circumstances constituting such grounds for the termination for Cause. The Employee shall have a period of thirty (30) days from the date of the receipt by the Employee of the Termination Notice, to remedy any act or omission of the Employee which constitutes the grounds for Cause hereunder. In the event of such a termination of the Executive's Employee’s employment for Causepursuant to this Section 5(c), the Executive Company shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits pay to the extent actually earned by Employee, in lieu of all other amounts and in settlement and complete release of all claims the Executive under any other benefit plan or program of Employee may have against the Company as of the date of such termination of employmentCompany, such compensation and benefits an amount equal to be paid and at the normal time for payment of such compensation and benefits and two (iii2) any reimbursement amounts owing under Section 4weeks Base Salary.

Termination for Cause. (a) The Company or, if applicable, any of its Affiliates, may terminate the Executive's employment immediately for Cause for any of the following reasons: Employee at any time without notice or payment in lieu of notice for “Cause,” which, for purposes of this Agreement shall mean: (i) an act The Employee’s breach of any material term or acts provision of dishonesty or fraud on this Agreement (including the part covenants in Article 3 hereof), provided that a breach of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which Code of Conduct shall not be Cause unless the Executive was not legally entitled conduct at the expense issue constitutes Cause under (ii)-(vii) of the Company or any of its subsidiaries; this Section; (ii) a willful material breach by The Employee’s documented failure to substantially perform the Executive of his Employee’s duties or responsibilities under this Agreement resulting in demonstrably material injury Agreement; provided that the Employee was provided notice of such failures, counseled as to the Company how to correct or any of its subsidiaries; remediate such failures, and has failed to correct or remediate such failure within thirty (30) days; (iii) The Employee’s failure to reasonably cooperate with any lawful investigation undertaken by the Executive's conviction of a felony or any crime involving moral turpitude, Company; (iv) habitual neglect The Employee’s gross negligence or insubordination (defined as refusal to execute or carry out directions from breach of fiduciary duty provided that the Board or its duly appointed designees) where the Executive Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; (v) Any conviction of the acts Employee (A) under any local, state, provincial or omissions constituting such neglect federal statute which makes the performance of the Employee’s duties impracticable or insubordination and impossible, (B) of any offense against the Executive has failed to cure such conductCompany or its personnel, where susceptible to cureAffiliates for whom Employee is providing services, within thirty days following such noticeor customers, or (vC) a material breach by the Executive of any other offense involving moral turpitude; (vi) Any misconduct, gross incompetence or conduct incompatible with the Employee’s duties hereunder, or prejudicial to the Company’s business provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; or (vii) Gross insubordination or willful disobedience to the lawful directions of his obligations management of the Company provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct. (b) If the Company exercises its rights under the Lydall Employee this 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 Employee’s employment for Cause, the Executive Employee shall not be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period any further remuneration or payments of any vacation time kind or nature hereunder from and after the Termination Date, other than any earned but not taken for unpaid Base Salary, any unpaid earned bonuses from the year prior to termination, reimbursement of reasonable expenses incurred prior to termination of employmentin accordance with the terms hereof, such base salary to be paid at the normal time for payment of such base salary, (ii) and any other compensation and benefits to the extent actually earned payments required by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and law (iii) any reimbursement amounts owing under Section 4“Mandatory Payments”).

Termination for Cause. The Company may shall have the right to terminate Employee’s employment for “Cause” (as defined below) at any time, without prior notice. In the Executive's event of termination of Employee’s employment immediately for Cause for any Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall cease as of the following reasons: date of such termination. For purposes of this Agreement, termination for “Cause” by the Company will include a determination made by the Company in its discretion that Employee: (1) has been convicted of or pled guilty or nolo contendere to (i) a felony or misdemeanor involving moral turpitude that is likely to impair Employee’s ability to perform under this Agreement or otherwise have a significant adverse effect upon the Company, any of its affiliates, or any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) has committed or conspired to commit an act of dishonesty, theft, gross carelessness, or acts other misconduct against the Company or any of dishonesty its affiliates; (3) has engaged in the use of alcohol or fraud on the part of the Executive resulting any illegal drug or intended intoxicant, or distributed or conspired to result directly distribute any such substance, during working hours or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense any facilities of the Company or any of its subsidiaries; affiliates; (ii4) has committed or conspired to commit any act or series of acts that constitute harassment or discrimination based on an unlawful classification; (5) has committed or conspired to commit any act or series of acts without approval by the Company’s Board of Directors which would likely have a significant adverse effect on the Company, any of its affiliates, or any of their businesses or reputations; (6) has engaged in a willful material breach by the Executive of his or negligent failure to perform duties or responsibilities under this Agreement resulting in demonstrably material injury services for the Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its subsidiariesaffiliates; or (iii) the Executive's conviction of a felony 8) has committed any act 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) omission that constitutes a material breach by the Executive Employee of any of his Employee’s obligations or agreements under this Agreement, but only after the Lydall Employee 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 has provided notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event breach to Employee and Employee fails or refuses to correct such breach within ten (10) days of such termination notice; provided, however, that no prior notice is required for any event set forth in conditions (1) through (7), inclusive, of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to this Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 46(a).

Termination for Cause. The Company may terminate the Executive's term of employment immediately for Cause for any and all of the following reasons: Company’s obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of your (ia) an act conviction (treating a nolo contendere plea as a conviction) of a felony (whether or acts not any right to appeal has been or may be exercised) other than as a result of dishonesty a moving violation or fraud a Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause to perform your material duties with the Company, including your obligations under this Agreement (other than any such failure resulting from your incapacity due to physical or mental impairment), (c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the part of Company or on the Executive resulting or intended Company’s reputation; (e) intentional and improper conduct materially prejudicial to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense business 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 noticeaffiliates, or (vf) a willful or material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed covenants provided for in Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Executive Company to you 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company effective as of the date of such notice; provided, however, that if (i) such termination is because of employmentyour willful failure or refusal without proper cause to perform any one or more of your obligations under this Agreement, (ii) such compensation and benefits notice is the first such notice of termination for any reason delivered by the Company to be paid and at the normal time for payment of such compensation and benefits you under this Section 4.1, and (iii) within 15 days following the date of such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any reimbursement amounts owing under Section 4liability which is based on acts of the Company for which you are responsible solely as a result of your office(s) with the Company; provided that (x) you are not 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 attempt to prevent the acts causing such liability or (y) after consulting with the Company’s counsel, you reasonably believed that no law was being violated by such acts. In the event of termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligation to you other than (i) to pay Base Salary through the effective date of termination, (ii) to pay any Bonus for any year prior to the year in which such termination occurs that has been determined but not yet paid as of the date of such termination, and (iii) with respect to any rights you have pursuant to any insurance or other benefit plans or arrangements of the Company. You hereby disclaim any right to receive a pro rata portion of any Bonus with respect to the year in which such termination occurs.

Termination for Cause. The Company may terminate Employer shall have no obligation to make payments to Executive in accordance with the provisions of Paragraph 4 or otherwise for periods after Executive's ’s employment immediately with Employer is terminated because of Executive’s termination for Cause Cause. For purposes of this Paragraph 6, Executive shall be considered terminated for any “Cause” if he is discharged by Employer on account of the occurrence of one or more of the following reasons: events: (i) an act Executive becomes habitually addicted to drugs or acts alcohol, as confirmed by the written opinion 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; a medical doctor; (ii) Executive intentionally discloses confidential information in violation of Subparagraph 5(d)(i) or engages in any action in violation of Subparagraph 5(d)(ii). (iii) Employer is directed by regulatory or governmental authorities to terminate the employment of Executive or Executive intentionally engages in activities that cause actions to be taken by regulatory or governmental authorities that have a willful material breach by the adverse effect on Employer; (iv) Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation); (v) Executive flagrantly disregards his duties or responsibilities under this Agreement resulting in demonstrably material injury after (A) written notice has been given 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 Executive by the Board or its duly appointed designeesthat it views Executive to be flagrantly disregarding his duties under this Agreement and (B) where the Executive has been given written a period of ten (10) days after such notice to cease such misconduct. However, no notice or cure period shall be required hereunder if Executive’s disregard of the acts his duties has materially and adversely affected Employer or omissions constituting such neglect or insubordination and the is illegal ; (vi) Executive has failed commits an act of fraud against Employer, violates a duty of loyalty to cure such conduct, where susceptible to cure, within thirty days following such noticeEmployer, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right violates an obligation owed 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, the Executive shall be entitled to receive only (i) his base salary Employer pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan Paragraphs 3 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 amounts owing under Section 45 hereof.

Termination for Cause. The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate the ExecutiveEmployee'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 reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within thirty days following such notice60-day period, or the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (vas defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this SECTION 11(A), the Company shall pay to the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other options, warrants and rights relating to capital stock of the Company, except those issued prior to the date of this Agreement. For purposes of this Agreement, Cause shall mean: (1) a material breach by the Executive of any of his obligations under the Lydall Employee terms of this 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 that is not immediately corrected following written notice of termination default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable detail the circumstances constituting such Cause. In the event of such termination judgment of the Executive's employment for Causeother managers of the Company, the Executive shall be entitled to receive only Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (i3) his base salary pursuant to Section 3.1 earned through the date conviction of such termination a felony; or (4) misappropriation of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits property belonging to the extent actually earned by the Executive under Company and/or any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4its affiliates.

Termination for Cause. The Company SDSP may terminate the Executive's employment immediately this Agreement for Cause "cause" upon written notice to Employee. If this Agreement is terminated for any of the following reasons"cause", Employee shall be entitled to receive: (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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned Base Salary through the effective date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salarytermination, (ii) any other compensation and benefits amounts earned, accrued or owed to the extent actually earned by the Executive Employee under any other benefit plan or program of the Company this Agreement but not paid as of the date of such termination of employmenttermination, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing other benefits payable to Employee upon such termination under Section 4any benefit plans or programs of SDSP in effect on the date of termination; less any claims of SDSP against Employee. The term "cause" shall mean: (i) Employee's confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without reasonable cause; (iii) Employee's act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by Employee in the performance of Employee's duties under this Agreement; (v) Employee's abuse, misuse or destruction of property of SDSP, its affiliates, or its customers; (vi) Employee's making or publishing of false or malicious statements concerning SDSP; or (vii) material failure by Employee to comply with the policies of SDSP or a lawful directive of the Board of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice from the Board of Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to be exhaustive; other conduct of a similar nature may result in the termination of this Agreement for "cause." However, the results of SDSP's operations or any business judgment made in good faith by Employee shall not constitute an independent basis for termination of this Agreement for "cause."

Termination for Cause. The Company may terminate If this Agreement is terminated by the Executive's employment immediately Corporation 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 as defined herein), 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 shall cease 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits Employee. “Cause” shall be defined as (i) commission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to be paid and at the normal time for payment of such compensation and benefits and any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after the Corporation shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) days after the Corporation shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any reimbursement amounts owing under Section 4Exhibits hereto, if (A) the Corporation shall have given Employee prior written notice of the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.

Termination for Cause. The Company may Employer may, at its option, terminate the Executive's your employment immediately for Cause (as defined below). For purposes of this Agreement, termination of your employment for “Cause” shall mean termination of your employment due to any of the following reasons: following: (i) your engaging or participating in intentional acts of material fraud against the Company; (ii) your willful misfeasance having a material adverse effect on the Company (except in the event of your incapacity as set forth in paragraph 8); (iii) your conviction of a felony; (iv) your willful unauthorized disclosure of trade secret or other confidential material information of the Company; (v) your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 8 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute “cause”); (vi) your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company including, but not limited to, policies concerning ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement; (vii) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), after being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents of other material known by you to be relevant to any Investigation; or (viii) your willful and material breach of the provisions of this Agreement. For purposes of the foregoing definition, an act or acts of dishonesty omission shall be considered “willful” if done, or fraud on omitted to be done, by you with knowledge and intent. Anything herein to the part contrary notwithstanding, Board will give you written notice, not more than thirty (30) calendar days after the occurrence of the Executive resulting or intended event constituting “cause” comes to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at attention of another “executive officer” of Employer (as defined by the expense rules and regulations of the Company or any Securities Exchange Commission for purposes of its subsidiaries; (ii) a willful material breach by the Executive Securities Exchange Act of his duties or responsibilities under 1934, as amended), prior to terminating this Agreement resulting for the cause set forth 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 Lydall Employee 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, the Executive shall be entitled to receive only clauses (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary), (ii) (iv), (vi), (vii) and (viii) above. Such notice shall set forth the nature of any other compensation alleged misfeasance in reasonable detail and benefits the conduct required to the extent actually earned cure such misfeasance. Except for a breach which cannot by the Executive under any other benefit plan or program of the Company as of the date its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Agreement for the stated reasons, and, if so cured, after which period Employer cannot terminate your employment under this Agreement for the stated reasons. For purposes of this Agreement, no such purported termination of employmentyour employment for cause set forth in clauses (i), such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits (ii), (iv), (vi), (vii) and (iiiviii) any reimbursement amounts owing under Section 4above shall be effective without such notice.

Termination for Cause. The Company may terminate the Executive's employment immediately for Cause for any of the following reasons: (i) an act If, during the Employment Term, OUTFRONT terminates the employment of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or acts of dishonesty or fraud embezzlement 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; Executive, (iiB) 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 ’s conviction of a felony or any crime a misdemeanor involving fraud, perjury or moral turpitude, (ivC) habitual neglect Executive’s repeated willful failure to perform services hereunder, or insubordination (defined D) Executive’s material breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as refusal provided below with respect to execute clauses (C) or carry out directions from (D) above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the Board or its duly appointed designees) where right to terminate this Agreement without further obligation of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive has been given to be eligible for medical and dental benefits as required by law. OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), setting forth the nature of the acts any alleged repeated willful failure or omissions constituting such neglect or insubordination material breach in reasonable detail and the Executive has failed to cure such conduct, where susceptible conduct required to cure, if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within thirty days following which to cure any repeated willful failure under clause (C) of this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such noticeshorter period within which to cure as is reasonable under the circumstances. If Executive cures the willful failure or material breach as provided for in the aforementioned notice thereof, then Cause shall not exist with respect to such willful failure or material breach. For purposes of this Agreement, no act, or (v) a material breach failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive not in good faith and attached hereto as Exhibit A. The Company shall exercise its right to terminate the without reasonable belief that 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’s action or omission was in, or not opposed to, the best interest of OUTFRONT. (ii) Notwithstanding the foregoing, Executive shall be entitled to receive only (i) his base salary any Accrued Amounts should Executive’s employment be terminated for Cause pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4this paragraph 7(b).

Termination for Cause. The Company may terminate Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment immediately with the Corporation is terminated on account of the Executive's discharge for Cause cause. For purposes of this paragraph 5, the Executive shall be considered terminated for any "cause" if he is discharged by the Corporation on account of the occurrence of one or more of the following reasons: events: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting becomes addicted to drugs 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; alcohol; (ii) a willful material breach by the Executive discloses confidential information in violation of his duties paragraph 4(a) or responsibilities under this Agreement resulting engages in demonstrably material injury competition in violation of paragraph 4(b) to the Company or any detriment of its subsidiaries; the Corporation and/or Thane; (iii) the Executive's conviction Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the Corporation; (iv) the Executive is convicted of a felony or any crime involving moral turpitude, (ivother than a felony resulting from a minor traffic violation); (v) habitual neglect or insubordination the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (defined as refusal A) written notice has been given to execute or carry out directions from the Executive by the Board or its duly appointed designeesthat it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) where the Executive has been given written a period of thirty (30) days after such notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conductmisconduct. However, where susceptible to cure, within thirty days following such notice, no notice or (v) a material breach by the Executive of any cure period shall be required if Executive's disregard of his obligations under duties has materially and adversely affected the Lydall Employee Agreement executed by Corporation and/or Thane; (vi) any event of willful misconduct to the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate extent that, in the reasonable judgment of the Board, the Executive's employment for Cause by giving credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive written notice commits an act of termination specifying in reasonable detail fraud against the circumstances constituting such Cause. In the event Corporation and/or Thane, violates a duty of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits loyalty to the extent actually earned by the Executive Corporation and/or Thane as defined under any other benefit plan Florida law 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 amounts owing under Section 4violates paragraph 2.

Termination for Cause. The Company may terminate the Executive's ’s employment immediately hereunder for Cause for at any time. For purposes of this Agreement, “Cause” shall mean that the Executive has: (A) committed gross negligence in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the following reasons: Company, its subsidiaries and/or its other affiliates; (iB) an act committed fraud in connection with his duties as set forth herein or acts of dishonesty or fraud on otherwise with respect to the part business and affairs of the Executive resulting Company, its subsidiaries and/or its other affiliates; (C) engaged in personal dishonesty, willful misconduct, willful violation of any law, or intended breach of fiduciary duty, in each instance, with respect to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense business and affairs of the Company or any of Company, its subsidiariessubsidiaries and/or its other affiliates; (iiD) been indicted for, or has been found by a court of competent jurisdiction to have committed or plead guilty to, (1) a willful felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material breach adverse effect either on (x) the Executive’s ability to perform his duties under the Agreement or (y) the reputation and goodwill of the Company, regardless of whether or not such other crime is related or unrelated to the business of the Company, its subsidiaries or other affiliates; (E) shown chronic use of alcohol, drugs or other similar substances that materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any other agreement executed by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to for 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 benefit of the acts or omissions constituting Company, its subsidiaries and/or other affiliates, provided, that, if such neglect or insubordination and the Executive has failed to cure such conduct, where breach described in this clause (F) is susceptible to cure, within the Executive shall have thirty (30) days following after notice to cure such noticebreach; (G) failed to materially perform the Executive’s duties or to follow the lawful directives of the CEO; provided, that, if such failure described in this clause (G) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such failure; or (vH) a material breach by materially violated the Company’s written code of conduct or other written or established policies and/or procedures in place from time to time; provided, that, if such violation described in this clause (H) is susceptible to cure, the Executive of any of his obligations under shall have thirty (30) days after notice from the Lydall Employee Agreement executed by Board to cure such violation. Any notice to the Executive under this Section 6(a)(i) shall be in writing 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 specify in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan ’s acts or program of omissions that 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 amounts owing under Section 4alleges constitute “Cause.”

Termination for Cause. The Company K&B may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive base salary and Bonus accrued through the Executive's employment immediately for Cause for date of such termination. Any of the following shall constitute "Cause": (i) any material breach by Employee of any of the following reasons: terms of this Agreement or his non-competition agreement with K&B or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and K&B where such breach is not cured within thirty (i30) an act days after written notice of such breach is delivered to Employee; (ii) intoxication with alcohol or acts of dishonesty or fraud drugs while on the part premises 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 K&B or any of its subsidiaries; (ii) a willful material breach by the Executive Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties or and responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; is impaired; (iii) the Executive's conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime involving moral turpitude, likely to result in public disparagement with respect to any of the Companies; (iv) habitual neglect intentional misappropriation of property belonging to K&B 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 any 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 Companies; (v) illegal business practices in connection with any of K&B or the Companies' businesses which could have a material breach by the Executive of adverse effect on CEC's, CECO's, K&B's or any of the Companies' or their business or financial position or reputation; (vi) excessive absence of Employee from his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment during usual business hours for Cause by giving the Executive reasons other than vacation, disability or sickness after written notice of termination specifying in reasonable detail thereof is delivered to Employee describing the circumstances constituting such Cause. In the event nature of such termination of the Executive's employment for Cause, the Executive shall be entitled excess absences and affording Employee one more opportunity to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.avoid excess absences; or

Termination for Cause. The Company Board may terminate the Executive's employment immediately for Cause for any of the following reasonsAssistant Superintendent for: (i1) an refusal or failure to act in accordance with specific provisions of this Agreement or acts lawful Board directives; (2) breach of dishonesty this Agreement; (3) unsatisfactory performance as established by two or fraud on the more written evaluations conducted in two separate fiscal years as part of the Executive resulting Annual Evaluation process; (4) any grounds enumerated in Education Code sections 44932, 44933, or intended 44939; (5) conviction of or a “nolo contendere” plea to result directly a crime involving dishonesty, breach of trust, or indirectly in substantial gain physical or personal enrichment emotional harm to which any person; (6) any act causing the Executive was not legally entitled at suspension or revocation of any credential held by the expense Assistant Superintendent; or (7) inability to perform the essential functions of the Company position, with or any without reasonable accommodation. The existence 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) cause shall constitute a material breach by the Executive of any of his obligations under the Lydall Employee this 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 extinguish all rights and duties of the Executive's employment for Causeparties under this Agreement. If cause exists, the Executive Board shall meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board reasonably believes supports the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through a conference before the date of such termination of employment plus his base salary for Board in closed session. The Assistant Superintendent and the period of any vacation time earned but not taken for Board shall each have the year of termination of employment, such base salary right to be paid represented by counsel at their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the normal time for payment charges and to submit any written documents the Assistant Superintendent believes are relevant to the charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering the presentation, decides to terminate this Agreement, it shall provide the Assistant Superintendent with a written decision. The decision of such base salary, (ii) the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any conference or hearing otherwise required by law. The Assistant Superintendent waives any other compensation rights that may be applicable to this termination for cause proceeding with the understanding that completion of this conference exhausts the Assistant Superintendent’s administrative remedies and benefits then authorizes the Assistant Superintendent to contest the Board’s determination according to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4dispute resolution set forth below.

Termination for Cause. The Company If either party breaches this Agreement (or the Promissory Note), the other party may terminate elect to give the Executive's employment immediately for Cause breaching party written notice describing the alleged breach. If the breaching party has not cured such breach within thirty (30) days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of such notice, the following reasons: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended notifying party will be entitled, in addition 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 other rights it may have 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 turpitudeunder applicable law, (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 Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate this Agreement effective immediately; provided, however, that if the Executive's employment for Cause by giving cure of such breach in good faith takes longer than such thirty (30) period, then the Executive parties shall entertain a longer cure period, provided that the curing party embarks on same and diligently prosecutes and pursues such cure to completion. Notwithstanding the foregoing, breach of Section 12.5 shall entitle either party to terminate this Agreement immediately upon written notice of termination specifying in reasonable detail the circumstances constituting such Causenotice. In the event of such termination that it is established that as of the Executive's employment for CauseEffective Date, Reliant did not own, or have the unrestricted right to use, the Executive shall be entitled Reliant Intellectual Property or have the unrestricted right to receive only (i) his base salary pursuant grant the license granted hereunder to Section 3.1 earned through SLT, or in the date event that as of such termination of employment plus his base salary for the period Effective Date Reliant did not own the Tangible Assets free and clear of any vacation time earned but not taken for material liens or encumbrances of any kind, then SLT shall have the year of termination of employmentright, such base salary as its sole and exclusive remedy, to be paid at the normal time for payment of such base salaryterminate this Agreement; provided, (ii) however, that any other compensation and benefits to the extent actually earned Advance Royalty Payments made by the Executive under any other benefit plan or program of the Company SLT as of the date of such termination by SLT which have not yet been offset by earned or deemed earned royalties, shall be reimbursed to SLT by Reliant within thirty (30) days after such termination. Notwithstanding the foregoing, SLT's obligations under the Promissory Note shall continue in accordance with its terms notwithstanding any 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 amounts owing under Section 4this Agreement.

Termination for Cause. The Company may terminate the Executive's Employee’s employment immediately under this Agreement at any time for Cause for Cause. For purposes of this Agreement, “Cause” shall mean a determination by the Board that any of the following reasonshave occurred: (i) an the Employee’s failure to follow the lawful and reasonable directives of the Company or the Board; (ii) the Employee’s material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act or acts of fraud, embezzlement, dishonesty or fraud on any other willful or gross misconduct that in the part reasonable judgment of the Executive resulting Board has caused or intended is reasonably expected to result directly in material injury to the Company; (iv) the Employee’s unauthorized use or indirectly in substantial gain disclosure of any proprietary information or personal enrichment to which the Executive was not legally entitled at the expense trade secrets of the Company or any other party to whom the Employee owes an obligation of its subsidiaries; (ii) nondisclosure as a willful material breach by result of the Executive Employee’s relationship with the Company that in the reasonable judgment of his duties the Board has caused or responsibilities under this Agreement resulting is reasonably expected to result in demonstrably material injury to the Company or any of its subsidiariesCompany; (iiiv) the Executive's Employee’s conviction of, or plea of guilty or “nolo contendere” to, a felony or any crime involving moral turpitude, misdemeanor (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, other than a minor traffic offense); or (vvi) a the Employee’s material breach by the Executive of any of his obligations under this Agreement or any written agreement between the Lydall Employee Agreement executed and the Company. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to 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 events or conditions described in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive's employment for Cause, the Executive shall be entitled to receive only clauses (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary), (ii) or (vi), the Employee shall have thirty (30) days after receipt of written notice from the Company specifying the events or conditions constituting Cause in reasonable detail within which to cure any other compensation events or conditions constituting Cause, provided that the Company serves notice of such events or conditions and benefits intended termination within sixty (60) days of the occurrence thereof, and such Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if the Employee is entitled to such notice, he fails to cure such acts constituting Cause within such thirty (30)-day cure period. Termination of the Employee’s employment shall not be deemed to be for Cause unless, prior to termination, the Company delivers to the extent actually earned Employee copies of resolutions duly adopted by the Executive under any other benefit plan or program affirmative vote of not less than a majority of the Company as of Board (after reasonable written notice is provided to the date of such termination of employmentEmployee and he is given a reasonable opportunity, such compensation and benefits together with counsel, to be paid and at heard before the normal time for payment Board), finding that the Employee has engaged in the conduct described in any of such compensation and benefits and (iiii)-(vi) any reimbursement amounts owing under Section 4above.

Termination for Cause. The Company CECO may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive Base Salary accrued through the Executive's employment immediately for Cause for date of such termination. Any of the following shall constitute “Cause”: (i) any material breach by Employee of any of the following reasons: terms of this Agreement where such breach is not cured within thirty (i30) an act days after written notice of such breach is delivered to Employee; (ii) any breach by Employee of any of the terms of his non-competition agreement set forth in Section 9 with CECO or acts of dishonesty the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or fraud drugs while on the part premises 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 CECO or any of its subsidiaries; (ii) a willful material breach by the Executive Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties or and responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; is impaired; (iiiiv) the Executive's conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime involving moral turpitudelikely to result in public disparagement with respect to any of the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies’ businesses which could have a material adverse effect on CEC’s, CECO’s, CECO’s or any of the Companies’ or their business or financial position or reputation; (ivvii) habitual neglect excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or insubordination sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (defined as refusal viii) failure of Employee to execute or carry out obey directions from of the Board of Directors of CECO or its duly appointed designees) where the Executive chief executive officer of CECO, provided that Employee 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4directions.

Termination for Cause. The Company (a) Advisor may terminate the Executive's employment immediately for Cause for this Agreement upon written notice of termination to Subadvisor if any of the following reasons: events (each a “Subadvisor Default”) shall occur in relation to Subadvisor or MGM: (1) the commission of an act of theft or embezzlement of money or property by MGM against Advisor, the REIT, and/or their respective Affiliates, or other act of fraud, gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; (2) a voluntary termination of this Agreement by Subadvisor prior to the expiration of the Term, other than as a result of an Advisor Default; (3) a continuing material breach or default by Subadvisor shall occur with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be a Subadvisor Default. (4) a Change of Control of Subadvisor other than as a result of the death or disability of MGM; (5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; and (6) a Bankruptcy Proceeding. (b) Subadvisor shall provide prompt written notice to Advisor of the occurrence of any Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the following events (each an “Advisor Default”) shall occur in relation to Advisor: (i) an act or acts A failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor 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; written notice from Subadvisor that such payment is past due; (ii) a willful continuing material breach or default by the Executive Advisor shall occur, with respect to any term or provision of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any representation or warranty, which default or breach shall continue for a period of its subsidiaries; thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be an Advisor Default; (iii) a voluntary termination of the Executive's conviction of a felony Advisory Agreement by Advisor without cause or any crime involving moral turpitude, good reason; (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 a Bankruptcy Proceeding involving Advisor; (v) any amendment or modification to the Advisory Agreement having a material breach by disproportionately adverse effect on Subadvisor as compared to the Executive of any of his obligations under the Lydall Employee 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 effect on Advisor; (vi) a voluntary termination of the Executive's employment for CauseAgreement by Advisor prior to the expiration of the Term, other than as a result of a Subadvisor Default; or (vii) a Change of Control of Advisor. (d) Advisor shall provide prompt written notice to Subadvisor of the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period occurrence of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4Advisor Default.

Termination for Cause. The Company may Company, by action of its Board of Directors, may, by providing written notice to Employee, terminate the Executive's employment immediately of Employee under this Agreement for Cause "cause" at any time. The term "cause" for any purpose of the following reasons: this Agreement shall mean: (i) The refusal of Employee to implement or adhere to lawful policies or directives of the Board of Directors of the Company consistent with this Agreement; or (ii) Employee's conviction of or entrance of a plea of nolo contendere to (A) a felony, (B) to any other crime, which other crime is punishable by incarceration for a period of one (1) year or longer, or (C) other conduct of a criminal nature that may have an act or acts of dishonesty or fraud adverse impact on the part Company s reputation and standing in the community; or (iii) conduct that is in violation of Employee's common law duty of loyalty to the Company; or (iv) fraudulent conduct by Employee in connection with the business affairs of the Executive resulting Company, regardless of whether said conduct is designed to defraud the Company or intended to result directly others; or (v) theft, embezzlement, or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense other criminal misappropriation of funds by Employee, whether from the Company or any other person; or (vi) any breach of its subsidiaries; (ii) a willful material breach by the Executive or Employee's failure to fulfill any of his Employee's obligations, covenants, agreements, or duties or responsibilities under this Agreement resulting in demonstrably material injury Agreement. Provided, however, that "cause" pursuant to clause (i) or (vi) shall not be deemed to exist unless 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 Employee 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 Lydall Employee 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 thereof specifying in reasonable detail the facts and circumstances constituting alleged to constitute "cause", and thirty (30) days after such Causenotice such conduct or circumstances has not entirely ceased or been entirely remedied. If Employee's employment is terminated for "cause," the termination shall take effect upon the effective date (pursuant to Section 24 ("Notices") of written notice of such termination to Employee. In the event Employee's employment is terminated for "cause," then except for unpaid accrued vacation, the Company shall have no obligation to pay Employee any amounts, including, but not limited to Base Salary, for or with respect to any period after the effective date of such the termination of the ExecutiveEmployee's employment for "cause," including any obligation under the Incentive Plan or the Equity Plan. If the Company attempts to terminate Employee's employment pursuant to this Section 8(a) and it is ultimately determined that the Company lacked "cause," the provisions of Section 8(b) ("Termination by the Company—Termination Without Cause") shall apply, and Employee's sole and exclusive remedy for such breach of this Agreement by the Executive Company and/or any other damages that Employee shall have suffered or incurred of any nature whatsoever, shall be entitled to receive only the payments expressly called for by Section 8(b) (i"Termination by the Company Termination Without Cause") his base salary with interest on any past due payments at the rate of eight percent (8%) per year from the date on which the applicable payment would have been made pursuant to Section 3.1 earned through 8(b) ("Termination by the date of such termination of employment Company—Termination Without Cause") plus his base salary for the period of any vacation time earned Employee's costs and expenses (including but not taken for the year of termination of employment, limited to reasonable attorneys' fees) incurred in connection with such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4dispute.

Termination for Cause. The Company CECO may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive Base Salary accrued through the Executive's employment immediately for Cause for date of such termination. Any of the following shall constitute "Cause": (i) any material breach by Employee of any of the following reasons: terms of this Agreement where such breach is not cured within thirty (i30) an act days after written notice of such breach is delivered to Employee; (ii) any breach by Employee of any of the terms of his non-competition agreement set forth in Section 9 with CECO or acts of dishonesty the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or fraud drugs while on the part premises 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 CECO or any of its subsidiaries; (ii) a willful material breach by the Executive Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties or and responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; is impaired; (iiiiv) the Executive's conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime involving moral turpitudelikely to result in public disparagement with respect to any of the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies' businesses which could have a material adverse effect on CEC's, CECO's, CECO's or any of the Companies' or their business or financial position or reputation; (ivvii) habitual neglect excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or insubordination sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (defined as refusal viii) failure of Employee to execute or carry out obey directions from of the Board of Directors of CECO or its duly appointed designees) where the Executive chief executive officer of CECO, provided that Employee 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 Lydall Employee 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, the Executive shall be entitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4directions.